Exhibit 4.3


 





Execution Copy


 





 



 





WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


Rialto
Capital Advisors, LLC,

as General Special Servicer


 


NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


  





 



 


POOLING AND SERVICING AGREEMENT


 


Dated as of March 1, 2016


 


 



 


Commercial Mortgage Pass-Through Certificates

Series 2016-C33


 





 



 




    	 



    	 



    

 





	 	TABLE OF CONTENTS	 	 
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	 	ARTICLE I	 	 
	 	 	 	 
	 	DEFINITIONS	 	 
	 	 	 	 
	Section 1.01	Defined Terms	 	4
	Section 1.02	Certain Calculations	 	114
	 	 	 	 
	 	ARTICLE II	 	 
	 	 	 	 
	 	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	116
	Section 2.02	Acceptance by Trustee	 	122
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	127
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	142
	Section 2.05	Creation of the Grantor Trust	 	142
	 	 	 	 
	 	ARTICLE III	 	 
	 	 	 	 
	 	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 	 
	 	 	 	 
	Section 3.01	The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	142
	Section 3.02	Collection of Mortgage Loan Payments	 	151
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	156
	Section 3.04	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account	 	161
	Section 3.05	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	 	168
	Section 3.06	Investment of Funds in the Collection Accounts and the REO Account	 	179
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	181
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	186
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	192


 


 




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	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	196
	Section 3.11	Servicing Compensation	 	197
	Section 3.12	Inspections; Collection of Financial Statements	 	203
	Section 3.13	Access to Certain Information	 	208
	Section 3.14	Title to REO Property; REO Account	 	220
	Section 3.15	Management of REO Property	 	222
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	224
	Section 3.17	Additional Obligations of Master Servicers and Special Servicers	 	231
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	234
	Section 3.19	Transfer of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report	 	243
	Section 3.20	Sub-Servicing Agreements	 	250
	Section 3.21	Interest Reserve Account	 	253
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers	 	254
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	254
	Section 3.24	Intercreditor Agreements	 	258
	Section 3.25	Rating Agency Confirmation	 	261
	Section 3.26	The Operating Advisor	 	263
	Section 3.27	Companion Paying Agent	 	270
	Section 3.28	Serviced Companion Noteholder Register	 	270
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	271
	Section 3.30	[RESERVED]	 	273
	Section 3.31	[RESERVED]	 	273
	Section 3.32	Litigation Control	 	273
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	276
	 	 	 	 
	 	ARTICLE IV	 	 
	 	 	 	 
	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	 
	 	 	 	 
	Section 4.01	Distributions	 	277
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	287
	Section 4.03	P&I Advances	 	293
	Section 4.04	Allocation of Realized Losses	 	297
	Section 4.05	Appraisal Reduction Amounts	 	298
	Section 4.06	Grantor Trust Reporting	 	301
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	302
	Section 4.08	Secure Data Room	 	305


 







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	 	ARTICLE V	 	 
	 	 	 	 
	 	THE CERTIFICATES	 	 
	 	 	 	 
	Section 5.01	The Certificates	 	306
	Section 5.02	Form and Registration	 	307
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	309
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	317
	Section 5.05	Persons Deemed Owners	 	317
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	317
	Section 5.07	Maintenance of Office or Agency	 	318
	Section 5.08	Appointment of Certificate Administrator	 	319
	Section 5.09	[RESERVED]	 	319
	Section 5.10	Voting Procedures	 	319
	 	 	 	 
	 	ARTICLE VI	 	 
	 	 	 	 
	 	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER	 	 
	 	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	 	321
	Section 6.02	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	327
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	 	327
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	 	329
	Section 6.05	Depositor, Master Servicers and Special Servicers Not to Resign	 	334
	Section 6.06	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	 	335
	Section 6.07	The Master Servicers and the Special Servicers as Certificate Owner	 	335
	Section 6.08	The Directing Certificateholder	 	335
	 	 	 	 
	 	ARTICLE VII	 	 
	 	 	 	 
	 	SERVICER TERMINATION EVENTS	 	 
	 	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicers and Special Servicers Termination	 	342
	Section 7.02	Trustee to Act; Appointment of Successor	 	350


 


 




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	Section 7.03	Notification to Certificateholders	 	352
	Section 7.04	Waiver of Servicer Termination Events	 	352
	Section 7.05	Trustee as Maker of Advances	 	353
	 	 	 	 
	 	ARTICLE VIII	 	 
	 	 	 	 
	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	 
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	353
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	355
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	357
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	358
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	358
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	359
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	360
	Section 8.08	Successor Trustee or Certificate Administrator	 	363
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	363
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	364
	Section 8.11	Appointment of Custodians	 	365
	Section 8.12	Representations and Warranties of the Trustee	 	365
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	 	366
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	367
	Section 8.15	Compliance with the PATRIOT Act	 	368
	 	 	 	 
	 	ARTICLE IX	 	 
	 	 	 	 
	 	TERMINATION	 	 
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	368
	Section 9.02	Additional Termination Requirements	 	372
	 	 	 	 
	 	ARTICLE X	 	 
	 	 	 	 
	 	ADDITIONAL REMIC PROVISIONS	 	 
	 	 	 	 
	Section 10.01	REMIC Administration	 	373
	Section 10.02	Use of Agents	 	377
	Section 10.03	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	 	377
	Section 10.04	Appointment of REMIC Administrators	 	377
	 	 	 	 




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	 	ARTICLE XI	 	 
	 	 	 	 
	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	 	378
	Section 11.02	Succession; Subcontractors	 	379
	Section 11.03	Filing Obligations	 	381
	Section 11.04	Form 10-D Filings	 	382
	Section 11.05	Form 10-K Filings	 	385
	Section 11.06	Sarbanes-Oxley Certification	 	388
	Section 11.07	Form 8-K Filings	 	389
	Section 11.08	Form 15 Filing	 	391
	Section 11.09	Annual Compliance Statements	 	392
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	393
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	395
	Section 11.12	Indemnification	 	397
	Section 11.13	Amendments	 	399
	Section 11.14	Regulation AB Notices	 	400
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	400
	Section 11.16	[RESERVED]	 	405
	Section 11.17	Impact of Cure Period	 	405
	 	 	 	 
	 	ARTICLE XII	 	 
	 	 	 	 
	 	THE ASSET REPRESENTATIONS REVIEWER	 	 
	 	 	 	 
	Section 12.01	Asset Review	 	405
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	411
	Section 12.03	Resignation of the Asset Representations Reviewer	 	412
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	413
	Section 12.05	Termination of the Asset Representations Reviewer	 	413
	 	 	 	 
	 	ARTICLE XIII	 	 
	 	 	 	 
	 	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 
	Section 13.01	Amendment	 	416
	Section 13.02	Recordation of Agreement; Counterparts	 	420
	Section 13.03	Limitation on Rights of Certificateholders	 	421
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	422
	Section 13.05	Notices	 	422
	Section 13.06	Severability of Provisions	 	429
	Section 13.07	Grant of a Security Interest	 	429
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	430


 


 




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	Section 13.09	Article and Section Headings	 	430
	Section 13.10	Notices to the Rating Agencies	 	430
	 	 	 	 




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


 







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


 


 




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	SCHEDULE 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance


 






    	-ix-



    	 



    

 










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


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


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


 






    	 



    	 



    

 


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


 


	Class Designation 	 	 	Interest Rate





	 	Original Lower-Tier
 Principal Amount






	Class LA1	 	 	(1	)	 	$	30,449,000	 
	Class LA2	 	 	(1	)	 	$	84,502,000	 
	Class LA3	 	 	(1	)	 	$	150,000,000	 
	Class LA4	 	 	(1	)	 	$	191,116,000	 
	Class LASB	 	 	(1	)	 	$	42,486,000	 
	Class LAS	 	 	(1	)	 	$	53,416,000	 
	Class LB	 	 	(1	)	 	$	38,282,000	 
	Class LC	 	 	(1	)	 	$	32,050,000	 
	Class LD	 	 	(1	)	 	$	35,611,000	 
	Class LE	 	 	(1	)	 	$	16,915,000	 
	Class LF	 	 	(1	)	 	$	7,122,000	 
	Class LG	 	 	(1	)	 	$	30,270,087	 
	Class LR	 	 	None(2)	 	 	None       	 



 


 









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



 


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



 


UPPER-TIER REMIC


 


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


 


THE GRANTOR TRUST


 


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


 






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THE CERTIFICATES


 


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


 





	 	 	 	 	Original
	 	 	 	 	Certificate
	 	 	Initial Pass-	 	Balance or
	Class of Certificates	 	Through Rate	 	Notional Amount
	Class A-1 Certificates	 	1.775%	 	$30,449,000
	Class A-2 Certificates	 	2.785%	 	$84,502,000
	Class A-3 Certificates	 	3.162%	 	$150,000,000
	Class A-4 Certificates	 	3.426%	 	$191,116,000
	Class A-SB Certificates	 	3.185%	 	$42,486,000
	Class X-A Certificates	 	1.98578%(1)	 	$551,969,000(2)
	Class X-B Certificates	 	0.93551%(1)	 	$70,332,000(2)
	Class X-E Certificates	 	2.19053%(1)	 	$16,915,000(2)
	Class X-F Certificates	 	2.19053%(1)	 	$7,122,000(2)
	Class X-G Certificates	 	2.19053%(1)	 	$30,270,087(2)
	Class A-S Certificates	 	3.749%	 	$53,416,000
	Class B Certificates	 	4.506%	 	$38,282,000
	Class C Certificates	 	3.896%	 	$32,050,000
	Class D Certificates	 	3.123%	 	$35,611,000
	Class X-D Certificates	 	2.04053%(1)	 	$35,611,0002)
	Class E Certificates	 	2.973%	 	$16,915,000
	Class F Certificates	 	2.973%	 	$7,122,000
	Class G Certificates	 	2.973%	 	$30,270,087
	Class R Certificates	 	None(3)	 	N/A
	Class V Certificates	 	None(3)	 	N/A







 





 






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



 


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



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $712,219,087.


 






    	-3-



    	 



    

 


The Sanofi Office Complex
Pari Passu Companion Loans, the 225 Liberty Street Pari Passu Companion Loans, the 225 Liberty Street Subordinate Companion Loans
and any AB Subordinate Companion Loan (each a “Companion Loan” and collectively, the “Companion Loans”)
are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is
part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will
be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of
the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be
owned by the related Companion Holders.


 


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


 


The 225 Liberty Street
Whole Loan consists of the 225 Liberty Street Mortgage Loan, the 225 Liberty Street Pari Passu Companion Loans and the 225 Liberty
Street Subordinate Companion Loans. The 225 Liberty Street Mortgage Loan and the 225 Liberty Street Pari Passu Companion Loans
are pari passu with each other, and the 225 Liberty Street Subordinate Companion Loans are generally subordinate to the
225 Liberty Street Mortgage Loan and the 225 Liberty Street Pari Passu Companion Loans. The 225 Liberty Street Mortgage Loan is
part of the Trust Fund. The 225 Liberty Street Pari Passu Companion Loans and the 225 Liberty Street Subordinate Companion Loans
are not part of the Trust Fund. The 225 Liberty Street Mortgage Loan, the 225 Liberty Street Pari Passu Companion Loans and the
225 Liberty Street Subordinate Companion Loans will be serviced and administered in accordance with the LBTY 2016-225L Trust and
Servicing Agreement and the 225 Liberty Street Intercreditor Agreement.


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 






    	-4-



    	 



    

 


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


 


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


 


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


 





“225 Liberty
Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 6, 2016, by and between the holders
of each of the 225 Liberty Street Pari Passu Companion Loans, the holders of each of the 225 Liberty Street Subordinate Companion
Loans and the holder of the 225 Liberty Street Mortgage Loan, relating to the relative rights of such holders of the 225 Liberty
Street Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“225 Liberty
Street Mortgage Loan”: With respect to the 225 Liberty Street Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-1F, and is pari passu
in right of payment with the 225 Liberty Street Pari Passu Companion Loans and senior in right of payment to the 225 Liberty Street
Subordinate Companion Loans to the extent set forth in the 225 Liberty Street Intercreditor Agreement.


 


“225 Liberty
Street Mortgaged Property”: The Mortgaged Property that secures the 225 Liberty Street Whole Loan.


 


“225 Liberty
Street Pari Passu Companion Loans”: With respect to the 225 Liberty Street Whole Loan, the Companion Loans evidenced
by the related promissory notes designated as promissory notes A-1A, A-1B, A-1C, A-1D and A-1E and made by the related Mortgagor
and secured by the Mortgage on the 225 Liberty Street Mortgaged Property, which are not included in the Trust and which are generally
pari passu in right of payment to the 225 Liberty Street Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the 225 Liberty Street Intercreditor Agreement.


 


“225 Liberty
Street Subordinate Companion Loans”: With respect to the 225 Liberty Street Whole Loan, the Companion Loans evidenced
by the related promissory notes designated as promissory notes A-2A, A-2B and A-2C and made by the related Mortgagor and secured
by the Mortgage on the 225 Liberty Street Mortgaged Property, which are not included in the Trust and which are generally subordinate
in right of payment to the 225 Liberty Street Mortgage Loan and the 225 Liberty Street Pari Passu Companion Loans to the extent
set forth in the related Mortgage Loan documents and as provided in the 225 Liberty Street Intercreditor Agreement.


 


“225 Liberty Street Whole Loan”: The 225 Liberty Street Mortgage Loan, together with
the 225 Liberty Street Pari Passu Companion Loans and the 225 Liberty Street Subordinate Companion Loans, each of which is secured
by the same Mortgage on the 225 Liberty Street Mortgaged Property. References herein to the 225 Liberty Street Whole Loan shall
be construed to refer to the aggregate indebtedness under the 225 Liberty Street Mortgage


 






    	-5-



    	 



    

 


Loan, the 225 Liberty Street Pari Passu
Companion Loans and the 225 Liberty Street Subordinate Companion Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-6-



    	 



    

 


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


 


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


 


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


 


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


 


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


 






    	-7-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-8-



    	 



    

 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


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


 






    	-9-



    	 



    

 


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


 






    	-10-



    	 



    

 





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


 


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


 


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


 


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


 


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


 






    	-11-



    	 



    

 


Mortgage Loan or Companion Loan, as applicable,
becomes an REO Loan; provided that the thirty (30) day period referenced in clauses (iii) and clause (iv)
shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that
an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero. The applicable Special Servicer shall notify the applicable Master Servicer, the Directing
Certificateholder, and the Operating Advisor, or the applicable Master Servicer shall notify the applicable Special Servicer and
the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing
events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the
provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-12-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form


 






    	-13-



    	 



    

 


which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-14-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-15-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has
accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event
directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of
remedies associated with


 






    	-16-



    	 



    

  





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


 


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


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C33, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.0085%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion


 






    	-17-



    	 



    

 


Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by either Master Servicer,
either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the General Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the General Special Servicer
or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall
not apply in the case of either Master Servicer, either Special Servicer (including, for the avoidance of doubt, any Excluded Special
Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such
Persons unless such consent, approval or waiver sought from such party would in any way


 






    	-18-



    	 



    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 






    	-19-



    	 



    

 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.775%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.785%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.162%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.426%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.749%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.185%.


 


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


 






    	-20-



    	 



    

 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.506
% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class C
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.896%.


 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.123%.


 


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


 


“Class E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.973%.


 


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


 


“Class F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.973%.


 


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


 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.973%.


 


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


 






    	-21-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-22-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-23-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-F
Pass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate
of the


 






    	-24-



    	 



    

 


Class F Certificates. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


“Closing Date”:
March 31, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer, shall be
entitled “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National
Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series
2016-C33, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced
Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the applicable Collection Account shall be for the benefit of the related Companion
Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the
Trust, any Trust REMIC or the Grantor Trust.


 






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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Companion
Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an
Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the Companion Paying Agent are the same entity,
the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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rights of the Controlling Class Certificateholder; provided, however,
that a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates
other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the
Mortgage Loans.


 


“Consumer Price
Index for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S.
Department of Labor.


 


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


 


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


 


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


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this


 






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Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee WFCM 2016-C33; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM Commercial Mortgage Securities
Trust 2016-C33, telecopy number (410) 715-2380.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


   






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




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(xiii)       any
related mezzanine intercreditor agreement;


 


(xiv)       all
related environmental reports; and


 


(xv)        all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)           a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in April 2016. The initial
Distribution Date shall be April 15, 2016.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 






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“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt obligations of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not
less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than
thirty (30) days and (C) the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for
thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “R-1(middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may
include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be
held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2”
from Moody’s and “A” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account
for more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall
be at least “P-1” from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits
are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or
if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other
rating confirmed in a Rating Agency Confirmation); (iii) such other account or accounts that, but for the failure to satisfy
one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (ii)
above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings
set forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by
or with the Certificate Administrator, the Trustee, either Master Servicer or either Special Servicer; (iv) any other account
or accounts not listed in clauses (i) – (ii) above with respect to which a Rating Agency Confirmation
has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account
may be an account maintained by or with the Certificate Administrator, the Trustee, either Master Servicer or either Special Servicer;
(v) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered
depository institution or trust company that has a long-


 






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term unsecured debt rating of at least “A2” from Moody’s
(if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least
“P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in
either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b);
or (vi) in the case of Servicing Accounts or reserve accounts with respect to NCB Mortgage Loans with respect to amounts posted
with the lender for Escrow Payments, repairs, replacements, capital improvements and/or environmental testing and remediation with
respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance or rent receivables
or negative carry, any account maintained with NCB (provided that, if such account is not otherwise an Eligible Account,
NCB has a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear interest. No Eligible Account shall
be evidenced by a certificate of deposit, passbook or other similar instrument.


 


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


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special
servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will
make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that
is not (and is not affiliated with) the Depositor, the Trustee, the


 






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Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, a master
servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates; (d) that
has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in
respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer
to become a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business of analyzing and
advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis
and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience
in the workout and management of distressed commercial real estate assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class V, Excess Interest Distribution Account”, and which must
be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset
of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master


 






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Servicers’
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33,
Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“General Special
Servicer”: Rialto Capital Advisors, LLC, a Delaware limited liability company, or its successor in interest, or any successor
special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context
may require).


 


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


 


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


 


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


 


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


 






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classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


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


 


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


 






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Certificate Administrator,
the Master Servicers, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Intercreditor
Agreement”: Each of the Sanofi Office Complex Intercreditor Agreement and the 225 Liberty Street Intercreditor Agreement,
and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


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


 






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month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage
Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B,
Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person
executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is not a Borrower Party,
in which case such Person shall have access to all the reports and information made available to Certificateholders via
the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the
reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other
than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate
Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep
any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded
Controlling Class Holder (i) shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such


 






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Excluded Controlling Class Holder
via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person for all other purposes,
except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan. The Certificate
Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures
and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender upon notice from any party to
this Agreement that such mezzanine lender has accelerated the related mezzanine loan or commenced foreclosure proceedings against
the equity collateral pledged to secure the related mezzanine loan.


 


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


 


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


 


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


 


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


 


“LBTY 2016-225L
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of February 6, 2016, among Citigroup Commercial
Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Trimont Real Estate Advisors, LLC,
as special servicer, Citibank, N.A., as certificate administrator and as custodian, and Wilmington Trust, National Association,
as trustee, as from time to time amended, supplemented


 






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or modified relating to the issuance of the 225 Liberty Street Trust 2016-225L,
Commercial Mortgage Pass-Through Certificates, Series 2016-225L.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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Purchase Agreement; (v) the purchase of a Specially
Serviced Loan or REO Property by the Holders of the majority of the Controlling Class, either Special Servicer, either Master Servicer
or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan
or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to
Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from
the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the applicable Special Servicer in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33,
Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(i)           the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 






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(iii)         an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series
2016-C33” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)          an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33” (or in the case
of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing
recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller
is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or
to be submitted for recording);


 


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


 


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


 


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


 






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by an authorized representative of the title company)
to issue such title insurance policy;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related


 






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Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage
Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage
Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


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


 


(ii)          the
Mortgagor’s name;


 


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


 


(iv)         the
Mortgage Rate in effect at origination;


 


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


 


(vi)         the
original principal balance;


 


(vii)        the
Cut-off Date Balance;


 


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


 


(ix)         the
original and remaining amortization terms;


 


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


 


(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 






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simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


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


 


(xix)        number
of grace days;


 


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


 


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


 


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


 


(xxiii)      the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)      the
Administrative Cost Rate; and


 


(xxvii)     the
Due Date.


 


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


 





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




 






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Real
Estate Capital LLC, a Delaware limited liability company, or its successor in interest, and (vi) NCB, a national banking
association, or its successor in interest.


 


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


 


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


 


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


 


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


 


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


 


“NCB Co-op Mortgage
Loan”: Any NCB Mortgage Loan.


 


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


 


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


 


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


 


“NCB Subordinate
Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with
a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage
loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage is
expressly made in compliance with the underwriting


 






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


 


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


 


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


 


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO
Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate
then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the applicable Master Servicer or the applicable
Special Servicer or resulting from a


 



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bankruptcy,
insolvency or similar proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan
that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of
calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for
any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect
of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount
of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding
the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date),
will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding
January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 






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


 






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


 






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


 






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


 






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cross-collateralized Mortgage Loan. The determination as to
the recoverability of any servicing advance or property protection advance previously made or proposed to be made in respect of
a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


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


 


“Non-Serviced Companion
Loan”: Each of the 225 Liberty Street Pari Passu Companion Loans and the 225 Liberty Street Subordinate Companion Loans.


 


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


 


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


 


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


 


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


 


“Non-Serviced Intercreditor
Agreement”: The 225 Liberty Street Intercreditor Agreement.


 


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


 


“Non-Serviced Mortgage
Loan”: The 225 Liberty Street Mortgage Loan.


 


“Non-Serviced Mortgaged
Property”: The 225 Liberty Street Mortgaged Property.


 


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


 


“Non-Serviced Pari
Passu Companion Loan”: Each of the 225 Liberty Street Pari Passu Companion Loans.


 


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


 


“Non-Serviced Primary
Servicing Fee Rate”: With respect to the 225 Liberty Street Whole Loan, 0.0025%.


 






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“Non-Serviced PSA”:
With respect to the 225 Liberty Street Whole Loan, the LBTY 2016-225L Trust and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced Whole
Loan”: The 225 Liberty Street Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


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


 


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


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of (i) 0.0028%, except with respect


 






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to
the Sanofi Office Complex Mortgage Loan or (ii) 0.0059% with respect to the Sanofi Office Complex Office Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other


 






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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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


 


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


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


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


 


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


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided
that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation of Fannie Mae
or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the


 






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downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class
of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution
Date shall be allocated first to the related AB Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided
that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any
reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan
under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable
Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in
a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such
Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that
were reimbursed from principal collections


 






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on
the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery
will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, each Master
Servicer, each Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by a Master Servicer or a Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder)
who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the


 






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


 


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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated March 23, 2016.


 






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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


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


 


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


 


(iv)         if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section 5
of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Certificate Administrator or the Trustee
in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising
out of the enforcement of the repurchase or substitution obligation (or, in the case of Ladder Capital Finance LLC, the payment
guarantee obligations of Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS
of Ladder Capital Finance Holdings LLLP pursuant to the Mortgage Loan Purchase Agreement to which Ladder Capital Finance LLC is
a party), including, without limitation, legal fees and expenses and any additional trust fund expenses relating to such Mortgage
Loan (or related REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses incurred
by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote
or in exercising such


 






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


 


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


 


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


 


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


 


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


 


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


 






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in
its capacity as Operating Advisor or Asset Representations Reviewer, A-:IX by A.M. Best Company) or (e) ”A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation.


 


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


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the
lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects
with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at
least equal to (A) with respect to any Mortgage Loan


 






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


 


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


 


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


 


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


 


“Rating Agency”:
Each of DBRS, Fitch and Moody’s or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating


 






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Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person
reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of DBRS, Fitch and Moody’s herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 






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“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


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


 


	
        Related Certificates
	 	
        Related Lower-Tier Regular Interest

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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other
than the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee
for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced
Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, REO Account” and (b) with respect to
the NCB Co-op Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b),
which shall be titled “National Cooperative Bank, N.A., as Special Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Reportable Event”:
As defined in Section 11.07.


 






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“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


“Sanofi Office Complex
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 31, 2016, by and between the holders of
the respective promissory notes evidencing the Sanofi Office Complex Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“Sanofi Office Complex
Mortgage Loan”: With respect to the Sanofi Office Complex Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is collectively evidenced by promissory notes A-1-A, A-1-B,
A-2-A and A-2-B, and is pari passu in right of payment with the Sanofi Office Complex Pari Passu Companion Loans to the
extent set forth in the Sanofi Office Complex Intercreditor Agreement.


 


“Sanofi Office Complex
Mortgaged Property”: The Mortgaged Property that secures the Sanofi Office Complex Whole Loan.


 






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


 


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


 


“Sanofi Office Complex
Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include a Sanofi
Office Complex Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Serviced Mortgage
Loan”: Each of (a) the Sanofi Office Complex Mortgage Loan and (b) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari Passu
Companion Loan”: Each of the Sanofi Office Complex Pari Passu Companion Loans.


 


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


 


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


 


“Serviced Pari Passu
Mortgage Loan”: The Sanofi Office Complex Mortgage Loan.


 






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“Serviced Pari Passu
Whole Loan”: The Sanofi Office Complex Whole Loan.


 


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


 


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


 


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


 


“Serviced Whole
Loan”: The Sanofi Office Complex Whole Loan.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to the
rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes, in each such
case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate, which is not included
under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to each Sanofi
Office Complex Pari Passu Companion Loan, a per annum rate equal to 0.0025%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable Master Servicer: (i) a copy of any
engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to
tenanted commercial space within a hotel property), copies of a rent roll (or, with respect to an NCB Co-op Mortgage Loan, a maintenance
schedule) and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and
non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial statements or
operating statements; (iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan
Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses), Mortgagor’s
certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any,
delivered in connection with the closing of the related Mortgage Loan; (v) a copy


 






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


 


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


 


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


 


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


 


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


 


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


 






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case of any Serviced Whole Loan, in respect of the Mortgage Loan included
in the same Serviced Whole Loan) at any time prior to such a refinancing, a Servicing Transfer Event will occur immediately); or


 


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


 


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


 






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the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if
a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other
than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the
Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or (B) such refinancing
is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


 


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


 


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


 


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


 


(vii)        the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of


 






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any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


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


 


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


 


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


 


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any
calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date on
which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage
Loan documents. The Depositor, the applicable Master Servicer and the Certificate Administrator acknowledge that in the event the
Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date on which quarterly
financial statements are required to be delivered to the related lender under the related Mortgage Loan documents is, with respect
to net operating income information, for the Sanofi Office Complex Pari Passu Companion Loans, sixty (60) days following the end
of each fiscal quarter, subject to the terms of the related loan agreement.


 






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


 


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


 


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


 


“Special Notice”:
As defined in Section 5.06.


 


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


 


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


 


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


 


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


 


(c)          other
than with respect to an NCB Co-op Mortgage Loan, any requests for the funding or disbursement of amounts from any escrow accounts,
reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar
escrows or reserves, including the funding or disbursement of any such amounts with respect to any Mortgage Loan, but excluding,
as to any Mortgage Loan that is not a Specially Serviced Loan, any routine and/or customary escrow and reserve fundings or disbursements
for which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms
of the related Mortgage Loan documents (for the avoidance of doubt, any request with respect to a Mortgage Loan that is not a Specially


 






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


 


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


 


(e)          requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the use
or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage Loan
or any Serviced Pari Passu Companion Loan, (ii) releases of non-material parcels of a Mortgaged Property (including, without limitation,
any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases
upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related Mortgage Loan
documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction
of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any other approval
or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related to any condemnation
action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property) or (iii) the
release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;


 


(f)          approving
any transfers of an interest in the Mortgagor under a Mortgage Loan, unless such transfer (i) is allowed under the terms of the
related Mortgage Loan documents without the exercise of any lender approval or discretion other than confirming the satisfaction
of the other conditions to the transfer set forth in the related Mortgage Loan documents that do not include any other approval
or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of such Mortgagor or to a Person acquiring
less than a majority interest in such Mortgagor and (ii) does not involve incurring new mezzanine financing or a change in control
of the Mortgagor;


 






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


 


(h)          approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to the related Mortgage Loan;


 


(i)           agreeing
to any modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted; and


 


(j)           determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease;


 


provided,
however, that notwithstanding the foregoing, “Special Servicer Decision” shall not include any matter listed
in the foregoing clauses (a) through (j) (1) requested with respect to a Non-WFB Mortgage Loan if the applicable
Master Servicer and the applicable Special Servicer have mutually agreed, as contemplated by Section 3.08(a) or Section 3.18(a),
as applicable, of this Agreement, that such Master Servicer will process such matter with respect to such Mortgage Loan or (2)
requested with respect to any WFB Mortgage Loan.


 


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


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan by loan basis, (a)  0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than
(i) $3,500 with respect to any Mortgage Loan other than an NCB Co-op Mortgage Loan or (ii) $1,000 with respect to any
NCB Co-op Mortgage Loan, in each case, in any given month, then the Special Servicing Fee Rate for such month for such Specially
Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500
(in the case of any such Mortgage Loan other than an NCB Co-op Mortgage Loan) or $1,000 (in the case of any such NCB Co-op Mortgage
Loan), as applicable, for such month with respect to such Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Transferable Servicing
Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with
respect thereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer hereunder exceeds
the sum of (i) the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable to primary
servicing and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the
Transferable Servicing Interest (A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with respect
to each Mortgage Loan (other than the NCB Mortgage Loans) is zero.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Wells Fargo Commercial Mortgage Trust
2016-C33”.


 


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


 






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Loans
due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in
the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the applicable Master
Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements
(to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Accounts (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of
the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier
Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


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


 


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


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $210 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“Uncovered Amount”:
With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other
item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account
pursuant to any of clauses (i) – (xix) or clause (xxii) of Section 3.05(a), but which
cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement; provided
that any such additional trust fund expense, Nonrecoverable Advance or other item will be an Uncovered Amount only to the extent
that such general funds are insufficient to cover the payment or reimbursement thereof.


 






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


 


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


 


“Underwriters”:
Wells Fargo Securities, LLC, Academy Securities, Inc., Deutsche Bank Securities Inc. and Natixis Securities Americas LLC.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Upper-Tier REMIC
Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33,
Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 






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


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


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


 


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


 


“WFB Mortgage Loans”:
The Mortgage Loans sold to the Depositor by Wells Fargo Bank, National Association, pursuant to the related Mortgage Loan Purchase
Agreement.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 






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


 


“Whole Loan”:
Any of (i) the Sanofi Office Complex Whole Loan and (ii) the 225 Liberty Street Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


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


 


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection (other
than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments
(other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment
Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


Section 1.02          Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months.


 






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(ii)          Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan, on which interest accrues.


 


(iii)         Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses
allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any
recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from
principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries
are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)         Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt
of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion
Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent
Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)          Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage


 






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Loan
and Serviced Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, to the related AB Subordinate
Companion Loan and then, to the Trust.


 


[End of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01          Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust,
without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other
than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the
foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and
Section 19 of the Mortgage Loan Purchase Agreement among the Depositor, Ladder Capital Finance LLC, Ladder Capital
Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings
LLLP; (iii) the Intercreditor Agreements; and (iv) all other assets included or to be included in the Trust Fund.
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each
case, other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off
Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those
Mortgage Loans that were closed in March 2016 but have their first Due Date in April 2016, any interest amounts relating to
the period prior to the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In
connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5
(other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12,
13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase
Agreement among the Depositor, Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder
Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings LLLP, it is intended that the Trustee get the
benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the
Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in
connection therewith.


 


(b)          In connection
with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents
and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver
and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the Mortgage
Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition
of “Mortgage File” (or,


 






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alternatively,
if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as
specified in clause (i) of the definition of “Mortgage File”) and (B) on or before the date that is 45 days
following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan
that is a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage
Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall
be transferred to the applicable Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s
delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof)
with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public
filing or recording office where such document or instrument has been delivered, or will be delivered within 10 Business Days
of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and
this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the
Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian
on or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after
the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing
Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original
or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and
(ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording
thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such


 






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non-delivered document
or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next
sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable
for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v), or clause (x) of the definition of “Mortgage File” solely because of the unavailability
of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan
substantially in the form of Exhibit H; provided that all required original assignments with respect to such
Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to
the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen
(18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to
the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing
Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office the applicable
filing or recording information as to the related document or instrument); and provided, further, that in the case
of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of the final
proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or
its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to
in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”,
and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage
Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing
information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit
referred to in clause (xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller
shall deliver the original to the applicable Master Servicer (which letter of credit shall be titled in the name of, or assigned
to, “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33” or “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33,
Commercial Mortgage Pass-Through Certificates, Series


 






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2016-C33”, as applicable), and a copy to the Custodian or, if such
original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the applicable Master Servicer (in care of the Trustee, as titled
above) that may be required in order for such Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be
deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been
delivered to the issuing bank for reissuance or an Officer’s Certificate from the applicable Master Servicer certifying
that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian
within forty-five (45) days after the Closing Date. If a letter of credit referred to in the previous sentence is not in a form
that would allow the applicable Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the applicable Master Servicer to draw on such
letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of such Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by such Master Servicer on behalf of the Trust.


 


(c)          Except in the
case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or
to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each
UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this subsection (c) and except in the case of a
Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s
expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related
Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause
to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a
file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee
following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of
the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related
Mortgage File and be deemed a part thereof, and any such


 






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Assignment received by the related Mortgage Loan Seller or its agent shall
be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after
receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related
Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case
may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date,
the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such
confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses
satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the
land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation
that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that
confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of
replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage
File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the applicable Master Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          All documents
and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans (including,
in each case, financial statements, operating statements and any other information provided by the respective Mortgagor from time
to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between
such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage
Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are
not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for
the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within five (5) Business Days after the Closing
Date and shall be held by such Master


 






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Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests)
and, if applicable, on behalf of the related Companion Holder. Such documents and records shall be any documents and records (with
the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing
File.


 


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


 


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


 


(g)          With respect to
the Mortgage Loans secured by the Mortgaged Properties identified as “DoubleTree Seattle Airport Southcenter, Holiday Inn
& Suites Parsippany Fairfield, Holiday Inn Express & Suites Columbia, Hilton Garden Inn Chesapeake, Country Inn & Suites
and Comfort Inn & Suites Amarillo – Country Inn & Suites, Country Inn & Suites and Comfort Inn & Suites Amarillo
– Comfort Inn & Suites, Candlewood Suites Fredericksburg, Hampton Inn Canton, Best Western Lake Charles and Country Inn
& Suites Richmond” on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort
letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter
(or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the
Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required
notice or make any such required request to the related franchisor (with a copy of such notice or request to the applicable Master
Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter),
and the applicable Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter). If the applicable Master Servicer is unable to acquire any such replacement comfort letter (or new document or
acknowledgement, as applicable) within 120 days of the Closing Date, such Master Servicer shall notify the related Mortgage Loan
Seller that no such replacement comfort letter has been received.


 


(h)          Each Mortgage
Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall deliver
or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence Files
to the Designated Site. Promptly upon completion of such delivery of the


 






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Diligence
Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the
Depositor a certificate (with a copy (which may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations
Reviewer and the Operating Advisor) certifying that the electronic copies of the documents and information uploaded to the Designated
Site constitute all documents and information required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and
the applicable Mortgage Loan Seller (the “Diligence File Certification”).


 


Section 2.02          Acceptance
by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it
or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any
adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by
the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets
included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the
benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to
deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note,
together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document
delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)          Within sixty (60)
days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due Date
in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered by the
Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty (60)
days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate
Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified
in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the
final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage


 






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Loan
Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically
identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and
the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which
were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing
office or the recorder’s office).


 


(c)          The Custodian
shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary of the
Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and
Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct.


 


(d)          Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix)
in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part
of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement,
the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any
other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the applicable Special Servicer
may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event,
permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with
the applicable Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the
Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related
Mortgage Loan Seller may deliver to the applicable Master Servicer a letter of credit in such amount, with a copy to the Custodian).
Such funds or letter of credit, as applicable, shall be held by the applicable Master Servicer (i) until the date on which
the Custodian determines and notifies such Master Servicer that such Material Defect has been cured or the related Mortgage Loan
is no longer part of the Trust Fund, at which time such Master Servicer shall return such funds (or letter of credit) to the related
Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable)
as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan
Seller. Notwithstanding the


 






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two
immediately preceding sentences, if the applicable Master Servicer or the applicable Special Servicer certifies to the Trustee,
the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document
with respect to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute
for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b)
and Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan
Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase
(together with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording
office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection
with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the
event that the related Mortgage Loan Seller has delivered a letter of credit to the applicable Master Servicer in accordance with
this Section 2.02(d), such Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit
the proceeds of such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned
to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection
Accounts shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.
Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement
from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)          It is herein acknowledged
that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified
in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage File”
exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the
Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part
of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing
Statement filing for each Mortgaged Property (or


 






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with
respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing
Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing
for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except
to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC
Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such other form as may be acceptable
for filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will
be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated
in the documents provided, and in accordance with then-current laws.


 


(f)          If, in the process
of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting a part of
a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller
(and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are
corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature
of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to
be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording
or filing and have not been returned by the recorder’s office or filing office).


 


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


 






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


 


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


 


In the event that the
Depositor, the Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written
notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced Loan, or to
the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling
and Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such
15Ga-1 Repurchase Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall
be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with
the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall
the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


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


 






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


 


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


 


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


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)         The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)         There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 






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(v)          The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)          After receipt
of a Repurchase Request, the applicable Special Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery
by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the
Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure
such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any
related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount
in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material Defect
is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional
ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
(with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the
Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure
Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period.


 






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Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the
interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect
or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of
the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the applicable Master
Servicer for deposit into the Collection Account. In the event a Special Servicer is required to enforce the Repurchase Request
related to a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by such Special
Servicer, the applicable Master Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced
Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the applicable Special Servicer on behalf
of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage
Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders
and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
applicable Special Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing
in this paragraph shall preclude the Mortgage Loan Seller or the applicable Master Servicer or the applicable Special Servicer,
as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the
affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value
Payment.


 


With respect to any Non-Serviced
Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect
under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the


 






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Non-Serviced
Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall
not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for the reasonable amount
of any such costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor. Except
as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such
costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and
Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received
by the applicable Master Servicer or the applicable Special Servicer on behalf of the Trust on or prior to the related date of
repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each
Mortgage Loan being repurchased or replaced and received by the applicable Master Servicer or the applicable Special Servicer on
behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted
by such Master Servicer or such Special Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
no delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase
Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have
knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase
Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement,
or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason
of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified
mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller
from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that
is, in whole or in part, a hotel, restaurant (operated by a borrower),


 






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healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then
the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in
lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition
of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)          Subject to the
applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File
to be deemed to have a Material Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless
the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the
Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation;
(c) the absence from the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File;
(d) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence
of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that
the original intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage
File of any required letter of credit; or (f) with respect to any related leasehold Mortgage Loan, the absence from the related
Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect
(except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through
(f) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect,


 






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is
unable to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such
notice or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with
the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing,
the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided
in clause (viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s
title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered
to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent
a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage
Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of
a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian
subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material
Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this
Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01
hereof.


 


(d)          In connection
with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by this Section 2.03,
the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer shall
each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian,
the applicable Master Servicer and the applicable Special Servicer of a trust receipt executed by the applicable Mortgage Loan
Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable
Special Servicer (other than attorney-client communications that are privileged communications), and each document that constitutes
a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the
applicable Mortgage Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement
and, if applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal
and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds
of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          Section 5
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations
on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the applicable
Master Servicer or the applicable Special Servicer, with respect to any Material Defect; provided, however, that
the foregoing shall in no way limit the ability of the applicable Master Servicer, the applicable Special Servicer or the Trustee
to take any action against Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP or Series
TRS of Ladder Capital Finance Holdings
LLLP, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant
to Section 19 thereof.


 






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(f)          The applicable
Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at
such time as the applicable Special Servicer would require were it, in its individual capacity, the owner of the affected Mortgage
Loan(s). Any costs incurred by a Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage
Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage
Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances to the extent not otherwise provided for herein.
The applicable Special Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant
to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(vii) herein out of general collections on the
Mortgage Loans on deposit in the related Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase
of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other
Securitization, if applicable.


 


(g)          If a Mortgage
Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also constitutes
a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right, and shall
be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from the
related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicers
and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without
limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees
owed to the Special Servicers, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the
Master Servicers or the Special Servicers allocable to such Mortgage Loan. The applicable Special Servicer shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking
into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that such Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair such Special Servicer’s collection or recovery of principal, interest and other sums due with respect
to the related Mortgage Loan that would otherwise be payable to the applicable Master Servicer, such Special Servicer, the Trustee,
the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further,
that such Special Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion
in accordance with the Servicing Standard.


 


(h)          If (i) any
Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material


 






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


 


(i)          Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(j)          With respect to
any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute for
such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while the Trustee continues
to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the applicable Master Servicer or, with respect to a Specially Serviced Loan, the applicable Special Servicer, on behalf of the
Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing
any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral
securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage
Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the


 






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relevant
Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat
of material impairment as a result of the exercise of remedies.


 


(k)          (i)  In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the applicable Special Servicer, and such Special Servicer
shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this
Agreement. Subject to Section 2.03(l), the applicable Special Servicer (the “Enforcing Servicer”)
shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


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


 


(iii)         In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the applicable Master Servicer (in the case of Non-Specially
Serviced Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective
rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan
Purchase Agreement or as provided by law.


 


(l)          (i)  After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of


 






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action
with respect to the Repurchase Request (a “Proposed Course of Action”). Such notice shall include a request
to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed Course of Action
Notice, as well as notice that in the event any Certificateholder disagrees with the Proposed Course of Action Notice, the Enforcing
Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder
is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders
that involves referring the matter to mediation or arbitration, as the case may be. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any,
or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action
to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or
Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution
Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action Notice.


 


(ii)          If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related
Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)         Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off


 






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Date.
The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate
relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute
Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision
to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)          If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer,
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the applicable Special Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce
the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)         Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the
Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase
Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence
litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 






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(vii)        In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)       For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)          The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 


(m)         If the Enforcing
Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


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


 


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


 


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


 


(iv)         The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)          The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


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


 






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


 


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


 


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


 


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


 


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


 


(v)          Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and
in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability
to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown
that such additional discovery is reasonable and necessary.


 


(vi)         The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of
any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage


 






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Loan
Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)       No
person may bring a putative or certificated class action to arbitration.


 


(o)          The following
provisions will apply to both mediation and third-party arbitration:


 


(i)     
     Any mediation or arbitration will be held in New York, New York unless another location is
agreed by all parties;


 


(ii)          If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a


 






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governmental
regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure
and shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


 


(iv)         In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is continuing) and in accordance with the Servicing Standard. All amounts
recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection
Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in
mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)          In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)         The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)        For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)       In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 






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(ix)         Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


Section 2.04          Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files
and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it
of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery,
(i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt
of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR
Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it
has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute
and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates,
and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates
in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R
Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class V Certificates in exchange for the related assets of the Grantor Trust and
has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor
such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized
denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section 2.05          Creation
of the Grantor Trust. The Class V Certificates are hereby designated as undivided beneficial interests in the portion
of the Trust Fund consisting of the Class V Specific Grantor Trust Assets, which portion shall be treated as a grantor trust
within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01          The
Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers and Special Servicers shall diligently
service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans and the applicable REO Properties (other than any REO Property related
to a Non-Serviced Mortgage Loan) it is obligated (as


 






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provided
below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced
Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the benefit of the
Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier
Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans
(as determined by the applicable Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment),
in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage
Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if
applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan.
With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement,
the related Intercreditor Agreement shall control; provided that in no event shall the applicable Master Servicer or the
applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any
Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may be, to violate the Servicing
Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect to all Mortgage Loans
(other than the NCB Mortgage Loans), any related Serviced Pari Passu Companion Loan and other related assets in the Trust and,
as such, shall service and administer such Mortgage Loans, any related Serviced Pari Passu Companion Loan and such other assets
as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General Special
Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced
Pari Passu Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans,
any Serviced Pari Passu Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder
and under any related Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage
Loans and other related assets in the Trust and, as such, shall service and administer such NCB Mortgage Loans and such other
assets as shall be required of the Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect
to the NCB Co-op Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB Co-op
Mortgage Loans and such other assets as shall be required of the Special Servicer hereunder. For purposes of this Agreement and
any references to the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans in
the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable
Master Servicer or the applicable Special Servicer and no other Mortgage Loan, Serviced Pari Passu Companion Loan or other related
asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, each
Master Servicer and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer,
as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care,
skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers
similar mortgage loans owned by such Master Servicer or such


 






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Special Servicer, as the case may be, with a view to the (A) the
timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the
case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value
basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari
passu nature of the related Companion Loan), as determined by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of
practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the applicable Master Servicer, the applicable
Special Servicer or any Affiliate of such Master Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan
Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing;
(ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by
the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer,
as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances; (iv) the right of the
applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation
for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership,
servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt
that the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended
to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option
to purchase any Mortgage Loan or the related Companion Loan the applicable Master Servicer or the applicable Special Servicer,
as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the applicable Master Servicer or the
applicable Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage
Loan Seller (if such Master Servicer or such Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller)
(the foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


Without limiting the
foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with


 






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


 


(b)          Subject only to
the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the respective
Mortgage Loans, any related


 






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Serviced
Companion Loans and any related Intercreditor Agreement, if applicable, and applicable law, each of the Master Servicers and the
Special Servicers shall have full power and authority, acting alone or, subject to Section 3.20, through one or more
Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration for which it
is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the applicable
Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any Serviced Pari Passu Companion
Loan that it is obligated to service and administer pursuant to this Agreement) and the applicable Special Servicer (with respect
to (x) Special Servicer Decisions and Major Decisions on the Mortgage Loans that are both (1) Non-WFB Mortgage Loans and (2) required
to be serviced and administered by such Special Servicer pursuant to this Agreement, and (y) the Specially Serviced Loans and
REO Properties that such Special Servicer is obligated to service and administer pursuant to this Agreement), in its own name
(or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to
initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable
Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that
it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.09(e),
the Trustee shall (i) on the Closing Date, furnish to the applicable Master Servicer and the applicable Special Servicer
original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or
such other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer, as applicable) and (ii) upon
request, furnish, or cause to be furnished, to the applicable Master Servicer or the applicable Special Servicer any powers of
attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such
other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer, as applicable) and other documents
necessary or appropriate to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to carry
out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible
or liable for any acts of the applicable Master Servicer or the applicable Special Servicer, or for any negligence with respect
to, or misuse of, any such power of attorney by such


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


(i)          The applicable
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent such
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder, in accordance
with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan or (ii) with respect to any AB Whole Loan, first, by the related AB Subordinate Companion Loan and then,
pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding
principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan.


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicers
nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses
incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the applicable Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage
Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole
Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the applicable Master Servicer shall inform
the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing
Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the applicable Master Servicer shall,
from collections on the related


 






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Serviced
Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by such Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances
had been made by such Master Servicer hereunder.


 


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


 


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


 


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


 


(n)          [RESERVED.]


 






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(o)          For the avoidance
of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee have any obligation
or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate
Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation
of the applicable Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)          Nothing contained
in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special Servicer to lend money to
(to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an NCB Co-op Mortgage Loan,
any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness may be secured by
a lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section 3.02          Collection
of Mortgage Loan Payments. (a)  Each of the applicable Master Servicer and the applicable Special Servicer shall
make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the
Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that
with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with
each provision of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer shall
not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance
of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to
enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.
The applicable Master Servicer or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge
in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three
(3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan;
provided that such Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge
in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so
long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains
unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period
with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or
the applicable Special Servicer, as the case may be, has, prior to the


 






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occurrence
of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided
that if such Master Servicer or such Special Servicer, as applicable, fails to receive a response to such notice from the
Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall
be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the
continuance of a Control Termination Event, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder;
provided, further, that the Directing Certificateholder shall have no consent rights with respect to any Excluded
Loan with respect to the foregoing waivers.


 


(b)          (i)  All
amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the
Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been allocated as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 






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fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC


 






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Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)          Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid
interest on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been allocated as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates);


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


 






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sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)         Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


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


 


(d)          In the event that
the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special Servicer will be
receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such Special Servicer,
as the case may be, shall notify the Trustee and


 






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Certificate
Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicers, the Special Servicers,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)          In connection
with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow funds
or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage levels or leasing
criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion
under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters of credit)
as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may continue
to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use such funds
to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage
Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent with the Mortgage
Loan documents or the Servicing Standard.


 


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


 


Section 3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.(a)  Each Master Servicer shall establish and maintain
one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of
either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the
extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account
may be made only


 






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


 


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


 






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with
the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time
they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.


 


(c)          In accordance
with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced Whole Loan,
as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the applicable Master Servicer shall not be required to make such advance until the later
of (i) five (5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or
the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the
date after which any penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer
shall give the applicable Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic)
notice before the date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially
Serviced Loan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic)
notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided,
further, that the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances
required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate
to more than one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed
on a monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances
to the ultimate payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing
Advance. Within five (5) Business Days of making such a Servicing Advance, such Special Servicer shall deliver to the applicable
Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation in such Special
Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may reasonably request, and such Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special Servicer for any unreimbursed
Servicing Advances (other than Nonrecoverable Servicing Advances) made by such Special Servicer pursuant to the terms hereof),
together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such
reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor
pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing by such
Special Servicer. Upon the applicable Master Servicer’s reimbursement to the applicable Special Servicer of any Servicing
Advance and payment to such Special Servicer of interest thereon, all in accordance with this


 






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Section 3.03,
such Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as
such Special Servicer actually made such Servicing Advance, and accordingly, such Master Servicer shall be entitled to be reimbursed
for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and
to the same extent as such Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at
the time such Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the applicable
Master Servicer shall not be required to reimburse the applicable Special Servicer out of its own funds for, or to make at the
direction of such Special Servicer, any Servicing Advance if such Master Servicer determines in its reasonable judgment that such
Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The applicable Master Servicer shall notify such Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such Special Servicer pursuant to Section 3.05
of this Agreement.


 


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


 






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Special
Servicers shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO
Loans) to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that
a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially
Serviced Loans or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an
Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to
the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect
to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable
servicing advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)          In connection
with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the
applicable Special Servicer and then the applicable Master Servicer, as the case may be and in that order, shall be entitled to
receive, out of any amounts then on deposit in the applicable Collection Account interest at the Reimbursement Rate in effect from
time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the applicable Master Servicer shall reimburse itself, the applicable Special Servicer
or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after funds available
for such purpose are deposited in the applicable Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by the Companion Paying Agent, if applicable) subject to the applicable Master Servicer’s or the Trustee’s
options and rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s
or Trustee’s


 






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options
and rights to defer recovery of such amounts shall not alter such Master Servicer’s obligation to reimburse such Special
Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit in the Companion
Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the applicable Master
Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage
Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion
Loan.


 


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


 


Section 3.04          The
Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account. (a)  Each
Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which such Master
Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto, in each case, with respect to the Mortgage Loans for which it acts
as Master Servicer:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Notwithstanding the foregoing
requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection
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. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 






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


 


(b)          The Certificate
Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest
Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than Holders of
the Class V Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
(other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account in trust for
the benefit of the Holders of the Class V Certificates. Each Master Servicer shall deliver to the Certificate Administrator
each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that
portion of the Available Funds attributable to the Mortgage Loans for which it acts as Master Servicer (in each case, calculated
without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds)
for the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date then on deposit in the Collection Account maintained by such Master Servicer after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National Association
is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account and the Excess Interest
Distribution Account shall remain uninvested.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the related Collection Account, for distributions to each Companion Holder.
Funds in the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying
Agent shall separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with
respect to such Serviced Companion Loan.


 


On each Serviced Whole
Loan Remittance Date, (1) first, the applicable Master Servicer shall withdraw from its Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of,


 






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the
applicable Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided,
however, that in no event shall the applicable Master Servicer be required to transfer to the Companion Distribution Account
any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions
of this Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments
and remittance described in Section 4.01(k). With respect to the Sanofi Office Complex Whole Loan, in the event the
Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service
payment on a Sanofi Office Complex Pari Passu Companion Loan and the Master Servicer subsequently receives late collections in
respect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two
(2) Business Days following receipt of such late collections, the amount allocable to such Sanofi Office Complex Pari Passu Companion
Loan in accordance with the terms of this Agreement and the Sanofi Office Complex Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


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


 


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


 


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


 


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


 


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


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master Servicer shall not


 






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


 


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


 


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


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the
Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers shall be liable for
any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the


 






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Distribution
Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers
to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto, it may
at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


 


On the Closing Date,
the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. 
Funds held in the Legal Fee Reserve Account shall remain uninvested.  Annually, on or about April 1st beginning 2017, upon
receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate
Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. 
Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “WFCM 2015-C33 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
shall have no responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received.  On the
final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve
Account in accordance with directions provided by the Depositor.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicers and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Accounts (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of a Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of
funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the
Collection Accounts holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates; the Companion Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the
Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of


 






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funds
such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


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


 


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


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)          Any Non-Serviced
Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced PSA shall be
remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          [RESERVED].


 


(h)          [RESERVED].


 


(i)           If any Loss of
Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that


 






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constitutes
the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The applicable Special Servicer
shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05          Permitted
Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account. (a)  Each
Master Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)         
(A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be
remitted by such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to
make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited
with respect to the Companion Loans;


 


(ii)          (A)  to
pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells Fargo
Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master Servicer, any such
interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing Fees
pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced
Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in
respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special
Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation


 






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Proceeds,
Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in
the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances,
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and
then, from the AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer, (C) to pay the Operating Advisor (or the applicable Master Servicer, if applicable) any unpaid Operating
Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other
than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or
Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced
Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of
such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations
Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer
Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


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


 






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a
Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)        to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole
Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan in accordance with their respective outstanding principal balances, or (ii) with respect to an AB Whole
Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan); provided, however,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in such Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)         to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement
of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be


 






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made,
subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances, or (ii) with respect
to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then from the AB Mortgage Loan
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in such Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in such Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan,
any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into such Collection Account of all amounts received in connection therewith;


 


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any
interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable
Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee
or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject to
the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually
distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole


 






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Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


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


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, for any unreimbursed
expense reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations
under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable
pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation
Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with respect
to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB
Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(ix)         to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer; provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,


 






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from
the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loan;


 


(x)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to such
Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the applicable Special Servicer, as additional servicing compensation
in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


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


 


(xii)        to
pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related


 






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Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with respect
to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB
Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee is liable therefor pursuant to Section 10.01(g);


 


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


 


(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b),
to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date
of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during
or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)      to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 






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(xviii)     to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)        to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)         so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account,
any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the
subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i)-(xix)
above or clause (xxii) below;


 


(xxi)        to
clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


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


 


Each Master Servicer
shall also be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


Each Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from its Collection Account.


 


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


 






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


 


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


 


(i)           to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any
Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC
Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


 


(ii)          to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent
payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 






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


 


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


 


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


 


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


 


(c)          The Certificate
Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required
to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          The Certificate
Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any of the following
purposes:


 


(i)           to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of
the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable;
and


 


(ii)          to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)          [RESERVED].


 


(f)          Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Accounts and
the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of
such fees and (ii) if amounts on deposit in the Collection Accounts are not sufficient to reimburse the full amount of Advances
and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the applicable Special Servicer, third to the applicable Master Servicer and then to the Operating Advisor.


 


(g)          If any Loss of
Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO
Property, then the applicable Special Servicer shall, promptly upon written direction from the applicable Master Servicer (provided
that, (1) with respect to clause (iv) below, such Special Servicer shall have


 






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provided
notice to such Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v)
below, the Certificate Administrator shall have provided such Master Servicer and such Special Servicer with five Business Days’
prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from
the Loss of Value Reserve Fund to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 3.06          Investment
of Funds in the Collection Accounts and the REO Account. (a)  Each Master Servicer may direct any depository institution
maintaining its Collection Account, the Companion Distribution Account (with respect to the General Master Servicer), or any Servicing
Account (for purposes of this Section 3.06, an “Investment Account”), each Special Servicer may
direct any depository institution maintaining its REO Account (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one
or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon
and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the applicable Master
Servicer or the applicable Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit
of the Certificateholders. Each Master Servicer (in the case of the Collection Account, the Companion Distribution Account or
any Servicing Account maintained by or for such Master Servicer), each Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) on behalf of the Trustee, shall maintain
continuous physical possession of any Permitted Investment of amounts in such Collection Account, such Companion Distribution
Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical
possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security
entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), each Master Servicer or each Special Servicer,
as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee
to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the applicable Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for such Master Servicer) or the applicable Special Servicer (in
the case of the REO Account or any Servicing Account maintained by or for such Special Servicer) shall:


 


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


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, that such Permitted


 






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Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.


 


(b)          Interest and investment
income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for
the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution
Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to the extent (with respect to Servicing Accounts)
not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance
with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds
deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the applicable Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the applicable
Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss
shall be incurred in respect of any Permitted Investment (as to which the applicable Master Servicer or applicable Special Servicer,
as the case may be, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the applicable Master
Servicer or the applicable Special Servicer, as the case may be, and on deposit in any of the Collection Account, the Companion
Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the applicable Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for such Master
Servicer), the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for such Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement,
the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to the current Distribution Date; provided that neither the applicable
Master Servicer nor the applicable Special Servicer shall be required to deposit any loss on an investment of funds in an Investment
Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and, with respect to the applicable Master
Servicer, such federal or state chartered depository institution or trust company is not an Affiliate of such Master Servicer unless
such depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at
the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


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


 






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Section 3.07          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  Each Master Servicer (with respect to the
applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage
Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain,
to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related
Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default
(and except as provided in the next sentence with respect to the applicable Master Servicer or the applicable Special Servicer,
as the case may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination
with respect to any required Servicing Advance, each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in
the event the Trustee has an insurable interest therein and such insurance is available to such Master Servicer or such Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined ((i) prior to
the occurrence and continuance of any Control Termination Event and (ii) other than with respect to any Excluded Loan, any
determination that such insurance coverage is not available or not available at commercially reasonable rates to be made with
the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion Loan)) by each
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such Special Servicer;
provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage
to be maintained on such Mortgaged Property, such Master Servicer or, with respect to REO Property, such Special Servicer, as
applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, a Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the applicable Special Servicer with ((i) unless a Control Termination
Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing
Certificateholder) and only in the event the Trustee has an insurable interest therein and such insurance is available to the
applicable Master Servicer or the applicable Special Servicer, as the case may be, and, if available, can be obtained at commercially
reasonable rates. Each Master Servicer and each Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last
sentence of this paragraph, such


 






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Special
Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than
was previously required of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer determines ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with
the consent of the Directing Certificateholder) that such insurance is not available at commercially reasonable rates or that
the Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled to conclusively
rely on such Special Servicer’s determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the applicable Master Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan),
including any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case
of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the
full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case
of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the
first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred
by a Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account). The foregoing provisions of this Section 3.07 shall apply to any


 






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Serviced Whole Loan as if it were a single
“Mortgage Loan”. Notwithstanding any provision to the contrary, no Master Servicer will be required to maintain, and
will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such
insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is
currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, each Master Servicer shall, consistent with the Servicing Standard, (A) monitor in
accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions;
provided that each Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining
whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks
specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify
the applicable Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge
(such knowledge to be based upon such Master Servicer’s compliance with the immediately preceding clauses (A)
and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by such Master Servicer pursuant
to clause (B) above. If such Special Servicer determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, such Special Servicer shall notify the applicable Master Servicer and such Master Servicer
shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. Each Special Servicer (at the
expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. Each Master Servicer shall
be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, each Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest
outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5%
of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that a Special
Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder, neither
the applicable Master Servicer nor such Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure
and such Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          (i)  If
either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the


 






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


 


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


 






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


 


(d)          At the time the
applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if
applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with
the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, such Master Servicer shall
promptly make a Servicing Advance for such costs.


 


(e)          During all such
times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally designated
special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by such Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan or prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance


 






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with
the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, paid by the applicable Master Servicer as a Servicing Advance.


 


(f)          Each of the Operating
Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that
may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08          Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which
by its terms:


 


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


 


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


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special
Servicer Decision or a Major Decision with respect to any Non-WFB Mortgage Loan) or the applicable Special Servicer (in any other
case), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any
sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that
(i)(A)  such Master Servicer or such Special Servicer, as the case may be, shall obtain the prior written consent of (x) in
the case of such Master Servicer, such Special Servicer, provided that such consent will be deemed given (unless earlier
objected to by such Special Servicer) within fifteen (15) Business Days (or five (5) Business Days after the time period provided
for in any related Intercreditor Agreement) of the applicable Special Servicer’s receipt from the applicable Master Servicer
of such Master Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably
requested by such Special Servicer and reasonably available to the applicable Master Servicer in order to make an informed decision
with respect to such waiver and (y) in the case of the such Special Servicer, if such Mortgage Loan is not an Excluded Loan
and no Control Termination Event shall have occurred and be continuing, the Directing Certificateholder, which consent shall be
deemed given (unless earlier objected to by the Directing Certificateholder) ten (10) Business Days after


 






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the
Directing Certificateholder’s receipt of such Special Servicer’s written analysis and recommendation with respect
to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by such Master Servicer and
such Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably requested
by the Directing Certificateholder, and reasonably available to such Special Servicer, in order to grant or withhold such consent,
(B) if such Mortgage Loan is part of a Serviced AB Whole Loan and no related AB Control Appraisal Period shall have occurred
and be continuing, such Special Servicer shall obtain the prior written consent of the holder of the related AB Subordinate Companion
Loan, to the extent required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given
(unless earlier objected to by such holder) ten (10) Business Days after receipt by such holder of such Special Servicer’s
written analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written
analysis prepared by such Master Servicer and such Special Servicer’s recommendation with respect to such waiver), together
with such other information reasonably requested by such holder, and reasonably available to such Special Servicer, in order to
grant or withhold such consent, to the extent required under the applicable Intercreditor Agreement, (C) if such Mortgage
Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination
Event shall have occurred and be continuing, such Special Servicer shall consult with the Directing Certificateholder pursuant
to Section 6.08(a) hereof, and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance
greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated
Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), such Master Servicer or such Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and (z)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), such Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 






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with
respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee
discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer
or assumption have been satisfied, the applicable Master Servicer, on behalf of the Trustee as mortgagee of record, shall make
such determination with respect to whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-WFB Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan, the
applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless the applicable Master Servicer
and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, the applicable
Special Servicer shall process such request and the applicable Master Servicer shall have no further obligation with respect to
such request or such Special Servicer Decision or Major Decision.


 


(b)          As to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature
of a “due-on-encumbrance” clause that by its terms:


 


(i)           provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special
Servicer Decision or a Major Decision with respect to any Non-WFB Mortgage Loan) or the applicable Special Servicer (in any other
case), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion


 






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Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the
creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that (i)(A) the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall obtain the prior written consent of (x) in the case of such Master Servicer, such Special Servicer, provided
that such consent will be deemed given (unless earlier objected to by such Special Servicer) within fifteen (15) Business Days
(or five (5) Business Days after the time period provided for in any related Intercreditor Agreement) of the applicable Special
Servicer’s receipt from the applicable Master Servicer of such Master Servicer’s written recommendation and analysis
with respect to such waiver and all information reasonably requested by such Special Servicer and reasonably available to the applicable
Master Servicer in order to make an informed decision with respect to such waiver and (y) in the case of such Special Servicer,
if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Directing
Certificateholder, which consent shall be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10)
Business Days after the Directing Certificateholder’s receipt of such Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by such Master
Servicer and such Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably
requested by the Directing Certificateholder, and reasonably available to such Special Servicer, in order to grant or withhold
such consent, (B) if such Mortgage Loan is part of a Serviced AB Whole Loan and no related AB Control Appraisal Period shall
have occurred and be continuing, such Special Servicer shall obtain the prior written consent of the holder of the related AB Subordinate
Companion Loan, to the extent required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed
given (unless earlier objected to by such holder) ten (10) Business Days after receipt by such holder of such Special Servicer’s
written analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written
analysis prepared by such Master Servicer and such Special Servicer’s recommendation with respect to such waiver), together
with such other information reasonably requested by such holder, and reasonably available to such Special Servicer, in order to
grant or withhold such consent, to the extent required under the applicable Intercreditor Agreement, (C) if such Mortgage
Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination
Event shall have occurred and be continuing, such Special Servicer shall consult with the Directing Certificateholder pursuant
to Section 6.08(a) hereof, and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage
Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding
Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a debt
service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or


 






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(E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this
subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the
Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


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


 


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


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee (provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions), then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all
Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the applicable
Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether such
conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-WFB Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced 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


 






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further
obligation with respect to such request or such Special Servicer Decision or Major Decision.


 


(c)          Nothing in this
Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except as otherwise
permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicers nor the Special
Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers (except with
respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each
Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          [RESERVED].


 


(f)          Each Master Servicer
may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause without
the consent of the applicable Special Servicer and each Special Servicer may not waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially Serviced Loan or relating to
any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing
Certificateholder shall have ten (10) Business Days after receipt of notice along with the applicable Master Servicer’s or
the applicable Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of
consent and any additional information the Directing Certificateholder may reasonably request from such Special Servicer of a proposed
waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold
its consent (provided that if such Special Servicer fails to receive a response to such notice from the Directing Certificateholder
in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or
consent).


 


Notwithstanding the foregoing,
and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate
debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur subordinate debt,
the NCB Master Servicer may, nevertheless, in accordance with the


 






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Servicing
Standard, without the need to obtain any consent or approval hereunder (and without the need to obtain a Rating Agency Confirmation),
permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions have been met; provided that,
subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer shall not waive any right it has, or
grant any consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance” clause
under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without
any expense to the Trust.


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if either Master Servicer or either Special Servicer, as applicable,
makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related
Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent
of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless
such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for
in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


 


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


 






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Property
at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
applicable Master Servicer or the applicable Special Servicer in its reasonable judgment taking into account the factors described
in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to
be made in a manner consistent with the Servicing Standard. If and when the applicable Special Servicer or the applicable Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the applicable
Special Servicer or the applicable Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect
to such property by an Independent MAI-designated appraiser the cost of which shall be paid by such Master Servicer as a Servicing
Advance.


 


(b)          No Special Servicer
shall acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


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


 


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


 


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


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous


 






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materials
are present for which such action could be required, after consultation with an environmental consultant, it would be in the best
economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the Companion Holders), as a collective
whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with
respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be
paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the applicable Master Servicer from its Collection Account, including from the Companion Distribution Account (such
withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the applicable Master
Servicer and, with respect to Specially Serviced Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage Loan)
shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any
claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive
the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests).


 


(d)          If (i) the
environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i)
and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and (ii) there
has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the applicable Special
Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire
title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination
Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period,
but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded
Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property
from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of
greater than $1,000,000, then prior to the release of the related Mortgaged


 






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


 


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


 


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


 


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


 






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(h)          Each Special Servicer
shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of
a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property (other
than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (other than with
respect to any Excluded Loan) and the applicable Master Servicer and in no event later than the next succeeding P&I Advance
Determination Date.


 


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


 


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


 



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(c)          Within seven (7)
Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer any court
pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including
any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special Servicer
shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such
documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          If, from time
to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA, and
as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery
to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of
such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


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


 






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REO Revenues (in the case of an REO Loan) allocable as
recoveries of interest, to the extent permitted by Section 3.05(a).


 


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


 


Each Master Servicer
shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor under a Mortgage Loan for which it acts as Master Servicer: (i) 100% of
Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided that
with respect to such transactions, the consent of and/or processing by the applicable Special Servicer is not required to take
such action and, in the event that such Special Servicer’s consent is required (including, without limitation, a modification,
waiver, extension or amendment processed by the applicable Special Servicer), then such Master Servicer shall be entitled to 50%
of such fees, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans for which
such Master Servicer is processing the underlying assumption related transaction (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required)
and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any
Modification Fees in connection with a defeasance that the applicable Special Servicer is entitled to under this Agreement); (iii) 100%
of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees)
pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement
on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement), provided the consent of the applicable Special Servicer is not required to take such actions;
and (iv) 50% of all assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application
fees and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which
the applicable Special Servicer’s consent or approval is required (including, without limitation, an assumption, waiver,
consent or other action processed by the applicable Special Servicer) and only to the extent that all amounts then due and payable
with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the applicable
Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts
collected for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the


 






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extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to
Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the
form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned
on deposits relating to the Trust Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not
payable directly out of its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


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


 


(b)          As compensation
for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged
Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special
Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO


 






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Loan,
as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case
may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment
due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to
any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. No Special Servicer shall
be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional servicing
compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments
of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially Serviced
Loans, (ii) 100% of all assumption application fees and other similar items on any Mortgage Loans for which the applicable
Special Servicer is processing the underlying assumption related transaction, (iii) 100% of waiver, consent and earnout fees,
pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement
on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (iv) 50%
of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18
received with respect to Non-Specially Serviced Loans and 50% of all earnout fees received with respect to all Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), and,
in all cases, for which the applicable Special Servicer’s processing, consent or approval is required, shall be promptly
paid to such Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees
are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing compensation in the
form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income
earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to such Distribution Date). In addition, each Special Servicer shall be
entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by the related Mortgagor. Each Special Servicer shall also be entitled to
additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such
Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the applicable
Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess
of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in
the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then
the applicable Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including
any related Serviced Companion Loan) that


 






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would result in the total Workout Fees
payable to the applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal
to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from
which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The
Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan;
provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected
Loan. No Special Servicer shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If a Special Servicer
is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect
of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If a Special
Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans
for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through
a modification, restructuring or workout negotiated by such Special Servicer and evidenced by a signed writing, but which had
not as of the time such Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not
had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result
of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer will not be entitled to
any portion of such Workout Fees. No Special Servicer will be entitled to receive any Workout Fees after termination for cause.
A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO
Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation Proceeds
or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation
Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance
and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the applicable Collection Account or the REO 


 



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Account, and the applicable Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


(d)          In determining
the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable Master Servicer, the
applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for
all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect
to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional
servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer,
if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to
the applicable Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a
Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicers
and the Special Servicers shall be distributed between the applicable Master Servicer and the applicable Special Servicer, on a
pro rata basis, based on such Master Servicer’s and such Special Servicer’s respective entitlements to such
compensation described in the previous sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty
Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of
all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)          With respect to
each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer within one
(1) Business Day following the Determination Date, and such Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer
Fees received by the applicable Special Servicer or any of its Affiliates, if any,


 






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with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


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


 


(g)          Pursuant to the
CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set forth on
Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicers in
writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12          Inspections;
Collection of Financial Statements. (a)  Each Master Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) for which it acts as Master Servicer with a Stated Principal
Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least
once every twenty-four (24) months, in each case, commencing in the calendar year 2017 (and each Mortgaged Property shall be
inspected on or prior to December 31, 2018); provided, however, that if a physical inspection has been
performed by the applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be required to
perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment
becomes more than sixty (60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or
cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially
Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such
inspection by a Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of
the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually
received from the related Mortgagor and then from the applicable Collection Account pursuant to Section 3.05(a)(ii), provided
that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding
principal balances, or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion
Loan and then, from the AB Mortgage Loan (provided that, with respect


 






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to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out
of general collections. The applicable Special Servicer or the applicable Master Servicer, as applicable, shall prepare or cause
to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to
the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the
preparer of such report has knowledge of and the applicable Master Servicer or the applicable Special Servicer, as the case may
be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of
each inspected Mortgaged Property. The applicable Special Servicer and the applicable Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by such Special Servicer and such
Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within
five (5) Business Days after request for copies of such reports by the Rating Agencies, the applicable Special Servicer or the
applicable Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared
by such Special Servicer and such Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for review by Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is
a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the applicable Master Servicer shall
deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          Each Special Servicer,
in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially Serviced Loan shall make
reasonable efforts to collect promptly and review from each related Mortgagor under Mortgage Loans for which it acts as Master
Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements, budgets and rent
rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) of the related Mortgaged Property, and the quarterly
and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the
related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans
(and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and
each Serviced Companion Loan) documents for which Mortgage Loan it acts as Master Servicer or Special Servicer, as applicable.
The applicable Master Servicer and the applicable Special Servicer shall not be required to request such operating statements or
rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) more than once if the related Mortgagor is not
required to deliver such statements pursuant to the terms of the


 






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Mortgage Loan documents. In addition, the applicable Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property
and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver all such items
to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such Special Servicer,
as applicable, shall deliver copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the
Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing 2017. Upon the request of any
Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the
Certificate Administrator’s Website. The applicable Master Servicer or the applicable Special Servicer, as the case may be,
shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect
to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property for which it acts
as Master Servicer or Special Servicer:


 


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending June 30, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with
respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) of each CREFC® Operating Statement Analysis Report and the related operating statements (in each case,
promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing
Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the applicable Special Servicer,
and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website.


 



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(ii)          Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form
of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to
“normalize” the full year net operating income and debt service coverage numbers used by the applicable Master Servicer
in preparing the CREFC® Comparative Financial Status Report. The applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,
shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and the related operating
statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) (in each case, promptly following
the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan), the applicable Special Servicer, and the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


 


(c)          At or before 12:00 p.m.
(New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause to be delivered to the
applicable Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, the
CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the applicable Special Servicer in an electronic format, reasonably acceptable to the applicable
Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File
shall include data, to enable the applicable Master Servicer to produce the following supplemental CREFC® reports:
(i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls (or, with
respect to NCB Co-op Mortgage Loans, maintenance schedules) submitted by the Mortgagor.


 


(d)          Not later than
5:00 p.m. (New York City time) on each P&I Advance Date beginning April 2016, each Master Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent such Master
Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and


 






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the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
pursuant to Section 3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e)
to the extent received from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City
time) on the P&I Advance Date beginning April 2016, the applicable Master Servicer shall deliver or cause to be delivered in
electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not
later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning April 2016, the applicable
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has
not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable
Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


(e)          Each Special Servicer
shall deliver to the applicable Master Servicer the reports and information required of such Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c), and the applicable Master Servicer shall deliver or make available to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). Such Master Servicer may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the applicable
Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the applicable
Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or
reports are, in turn, based on information or reports to be provided by the applicable Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the applicable Special Servicer
pursuant to Section 3.12(b) or Section 3.12(c), the applicable Master Servicer shall have no obligation
to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports
from the applicable Special Servicer, and the applicable Master Servicer shall not be in default hereunder due to a delay in providing
the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information
or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such
Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or
such Special Servicer, as the case may be, would violate any applicable law or any


 






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provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and a Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. A Master Servicer or a Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


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


 


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


 


Section 3.13          Access
to Certain Information. (a)  Each of the Master Servicers and the Special Servicers shall provide or cause to be
provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of
the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any
such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information
regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a
portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by
applicable law. At the election of the applicable Master Servicer, the applicable Special Servicer or the Certificate
Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as
requested by such Person and such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted
to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its
own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded
without charge but only upon reasonable prior written request and during normal business hours at the offices of the
Certificate Administrator or the Custodian.


 



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The failure of a Master
Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of
any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision
of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise
required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such
Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting
the generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably
determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate
Companion Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward
electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as
applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance
schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan,
if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer
or the applicable Special Servicer, as the case may be; provided that, in connection with such request, such Master Servicer
or such Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in
such form as may be reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 



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Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          The Certificate
Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage
Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general public)
via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by
or delivered to the Certificate Administrator in electronic format:


 


(i)           The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without


 






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limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)         The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any
notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 



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(H)          any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)          any
notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);


 


(N)          any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating
Advisor in connection with such recommendation;


 


(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)           any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)          any
Proposed Course of Action Notice;


 


(vi)         the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 



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(vii)       solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b).


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the applicable Master Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D
and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the


 






    	-213-



    	 



    

 


applicable Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become
an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also
provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User
ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access
any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)) made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for
posting on the Certificate Administrator’s Website, each of the applicable Master Servicer, the applicable Special Servicer
and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate
Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded
Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole
Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer, the
applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicers,
the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives


 






    	-214-



    	 



    

 


access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)          The 17g-5 Information
Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered
to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2016-C33” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any
notices of waivers under Section 3.08(d);


 


(ii)          any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)         any
notice of final payment on the Certificates;


 



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(iv)        any
environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)         any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)        any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)       any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)      any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)         any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)       any
notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section 7.01;


 


(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee regarding any of
the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request
for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any


 






    	-216-



    	 



    

 


applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.13(f);


 


(xviii)        any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)          any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such
Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider
may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “WFCM 2016-C33” in the subject line).


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at


 






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17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2016-C33” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          Certain information
concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and
supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by
the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp, LLC, Intex
Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc. and Thomson
Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement
by the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate in
the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(e)          Each of the Master
Servicers and the Special Servicers may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicers and the Special Servicers
shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in
its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating
Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the applicable
Master Servicer’s or the applicable Special Servicer’s website, and (B) acknowledge that such Master Servicer
or such Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent
access to such information is provided via the applicable Master Servicer’s or the applicable Special Servicer’s website,
such Master Servicer and such Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this Section 3.13(e) to current or prospective Certificateholders the
form of confidentiality agreement used by the applicable Master Servicer or the applicable Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such
Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may


 






    	-218-



    	 



    

 


provide
such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership
interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective
purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that
such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is
requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal
counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective
Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or
prospective Certificateholder.


 


Neither the Master Servicers
nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(f)          The Master Servicers,
the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate
with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans, the related
Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement;
provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and
provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further that the summary of such oral communications shall
not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on
the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(g)          The Special Servicers,
subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance
of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally,
requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


(h)          None of the foregoing
restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the applicable Special Servicer, on the one hand, and any Rating Agency or


 






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NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer, the Operating Advisor,
the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable
Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s
or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided that such Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
(y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information
Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking
credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use
information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to
this Section 3.13(h).


 


(i)          The costs and
expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall not be additional
expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14          Title
to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through a single
member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale
shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if
applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on
behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the
meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such
Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close
of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions)
and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to
sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel,
addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property
subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse
REMIC Event. If the applicable Special Servicer


 






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is granted or not denied the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of
the immediately preceding sentence, such Special Servicer shall sell such REO Property within such longer period as
is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by a Special Servicer
in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          Each Special Servicer
shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds
and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and maintain one or more
REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related
Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests),
for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account.
The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after
receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in
respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the applicable Master Servicer
of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          The applicable
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced
Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and remit to the applicable Master
Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate
of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals
made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the
REO Account; provided, however, that the applicable Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance
Date), the applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted
to such Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer shall apply all
such amounts as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on
each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 



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(d)          The applicable
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15          Management
of REO Property. (a)  If title to any REO Property is acquired, the applicable Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely
for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the
Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable
Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best
interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related
Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into
account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the
applicable Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything
to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.
Subject to this Section 3.15, the applicable Special Servicer may allow the Trust or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the
meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of
Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing
such REO Property or operating such REO Property on a different basis. In connection therewith, the applicable Special
Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business Day
following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect
to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit
therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of
such REO Property, including, without limitation:


 


(i)        
  all insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice from the


 






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applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the applicable Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an
Excluded Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          Without limiting
the generality of the foregoing, each Special Servicer shall not:


 


(i)         
 permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the applicable
Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case
the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          Each Special Servicer
shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of
the acquisition date thereof, provided that:


 


(i)          
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the


 






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operation and management of such REO Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the applicable Special
Servicer upon receipt;


 


(iv)        none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)         each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor, and nothing in
this Agreement shall be deemed to limit or modify such indemnification.


 


(d)         When and as necessary,
each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master Servicer a statement prepared
by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants
of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance
with Sections 3.15(a) and 3.15(b).


 


Section 3.16          Sale
of Defaulted Loans and REO Properties.(a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the applicable Special Servicer shall order (but shall not be required to have received) an Appraisal and
within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with
the Servicing Standard; provided, however, that if the applicable Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an
Appraisal. The applicable Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard including, without limitation, the period and amount of the
occupancy level and physical condition of the related Mortgaged Property and the state of the local economy; provided that
the applicable Special Servicer shall promptly notify the applicable Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer (with respect
to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the


 






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other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option
to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)         If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and
such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the
Servicing Standard that such action would be in the best interests of the Certificateholders. Each Special Servicer is required
to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor and (other than in respect
of any Excluded Loan) the Directing Certificateholder not less than ten (10) days’ prior written notice of its intention
to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable Special Servicer
may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes
a fair price for the Defaulted Loan.


 


(iv)         (A)  In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer for such
price), the applicable Special Servicer shall solicit offers and, subject to subclause (B) below, accept the highest
offer received from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced Loan,
if the offeror is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested
Person constitutes a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in addition to
the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within
the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided that the


 






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Trustee
may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested
Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it
is the highest offer received and (y) at least two other offers are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the
applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use
efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
applicable Special Servicer will not be obligated to accept the highest offer if such Special Servicer determines (with respect
to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In


 






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addition, the applicable Special Servicer may accept a lower offer from any Person other than an Affiliate of such Special Servicer
if it determines, in its reasonable and good faith judgment, that the acceptance of such offer would be in the best interests of
the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion
Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the
offeror is not the applicable Special Servicer or a Person that is an Affiliate of such Special Servicer. The applicable Special
Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance
of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to
this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer shall
pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and
foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing
Standard and the REMIC Provisions.


 


(b)          (i)  (A)  The
applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan,
such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The
applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale
shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the applicable
Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of
the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the
occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than ten (10) days’ prior written
notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell
any REO Property, in which case such Special Servicer shall accept the highest offer received from any Person for any REO Property
in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the applicable Master Servicer, an Affiliate of such Master Servicer, the applicable Special Servicer or an Affiliate
of such Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and
may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 



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(A)          In the
absence of any such offer as set forth in subclause (A) above, the applicable Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
such Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the
Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(B)          No Special
Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special Servicer
determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into
account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, such Special Servicer may accept
a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or a
Person that is an Affiliate of such Special Servicer.


 


(C)          In determining
whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain and
may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by
the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent
expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining


 






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whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable
Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan
and shall require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required
to be made hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall
be made by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer
will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it
becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided
that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate
of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole
Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any amendments
to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale; (c) at least
ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and
any documents in the servicing file reasonably


 






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requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the applicable Master Servicer or the applicable Special Servicer in connection with the proposed sale. The
holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale
of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer
at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan
may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the
Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its
option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate
or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject
Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use
efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)          (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase the related
Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan,
repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless otherwise
provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.


 



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(g)          In the event the
applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise such right.


 


Section 3.17          Additional
Obligations of Master Servicers and Special Servicers. (a)  Each Master Servicer shall deliver all Compensating
Interest Payments with respect to Mortgage Loans for which it acts as Master Servicer (other than the portion of any
Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. Each
Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.


 


(b)          Each Master Servicer
or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices required to be
delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full
amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available
for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its own option and in its
sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such
portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for
successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage
Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance
of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer
shall be deemed to be in accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee makes such an
election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the applicable
Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during
the one month collection period ending on the related Determination Date for any Distribution Date, the applicable Master Servicer
or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end
of such collection period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof); provided, however, that if, at any time the applicable Master Servicer or the Trustee,
as


 






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applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the
reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal portion
of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then
the applicable Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to
Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the
applicable Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days
after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new
or different information becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect
or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (i) above, or (iii) in the case of the applicable Master Servicer, it has
not timely received from the Trustee information required by the applicable Master Servicer to determine whether to defer reimbursement
for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the
foregoing sentence apply, the applicable Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a
notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to
give notice as required by the preceding or second preceding sentence shall in no way affect the applicable Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described
in this Section 3.17(c). Nothing herein shall give the applicable Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant
to Section 3.05(a)(v). The applicable Master Servicer or the Trustee, as the case may be, shall have no liability for
any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the applicable Master Servicer or the applicable Special Servicer, as applicable,
constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute
a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the applicable Master Servicer
or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account
for such Distribution Date (deemed first from principal and then interest). Any such election by any such party to
refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any
one or


 






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more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s or the
Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an
accommodation to the Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or the
Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek
immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of
the applicable Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to
any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this
section or for any losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such
election constitute a violation of the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer
nor the Trustee shall have any liability whatsoever for making an election, or refraining from making an election, that is authorized
under this Section 3.17(c).


 


No determination by a
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee, as applicable)
to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during
such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the applicable Master Servicer
or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


(d)          With respect to
any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender to),
at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any
reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such
amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or
Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          Within one (1)
Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any


 






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such modification
or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18          Modifications,
Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the applicable Special
Servicer’s consent rights pursuant to this subsection Section 3.18(a) with respect to any
modification, waiver or amendment that constitutes a Major Decision) and, with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the
rights of the related Companion Holder, as applicable, to advise or consult with the applicable Master Servicer or the
applicable Special Servicer, as the case may be, with respect to, or to consent to, a modification, waiver or amendment, in
each case, pursuant to the terms of the related Intercreditor Agreement) and provided that the matter does not involve
a Special Servicer Decision or a Major Decision with respect to any Non-WFB Mortgage Loan, the applicable Master Servicer
shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or Companion Loan (if any such action
constitutes a Major Decision) without the prior written consent of the applicable Special Servicer (it being understood that
such Master Servicer will promptly provide such Special Servicer with notice of any request for such modification, waiver or
amendment, such Master Servicer’s written recommendation and analysis, and all information reasonably available to such
Master Servicer that may be reasonably requested by such Special Servicer in order to grant or withhold such consent); provided
that such consent shall be deemed given (unless earlier objected to by such Special Servicer) within fifteen (15) Business
Days of the applicable Special Servicer’s receipt from such Master Servicer of the applicable Master Servicer’s
written recommendation and analysis with respect to such modification, waiver or amendment and all information reasonably
requested by such Special Servicer and reasonably available to the applicable Master Servicer in order to make an informed
decision with respect to such modification, waiver or amendment; and provided, further, that no extension
entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five
(5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily
by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the
expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related
Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, prior to any such extension, the applicable Master Servicer shall (1) provide the
Trustee, the Certificate Administrator, the applicable Special Servicer, the Operating Advisor and ((i) prior to
the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the
Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust
in accordance with Section 3.11(d)) that such extension would not constitute a “significant
modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and


 






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continuance of a Control Termination Event and (ii) other
than with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder (or (i) after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08
hereof) (which consent or consultation shall be coordinated through the applicable Special Servicer). Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to,
such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the applicable
Special Servicer’s processing and/or consent rights pursuant to this subsection Section 3.18(a) if any such
modification, waiver or amendment constitutes a Major Decision, the applicable Master Servicer, with respect to Non-Specially Serviced
Loans, without the consent of the applicable Special Servicer, may modify or amend the terms of any Non-Specially Serviced Loan
and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement
any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that,
if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable Master Servicer nor
the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case may be, obtains
Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder,
if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the
expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at
the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-WFB Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially


 






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Serviced Loan, the
applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless the applicable Master Servicer
and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, the applicable
Special Servicer shall process such request and the applicable Master Servicer shall have no further obligation with respect to
such request or such Special Servicer Decision or Major Decision.


 


(b)          If the applicable
Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the applicable Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery
on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan,
then the applicable Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject
to (x) the provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage
Loan other than any Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the
Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08;
provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan will be required to the extent set forth
in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding
the matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder
or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification, waiver or
amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as
applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the
applicable Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 



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In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the applicable Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under
Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount
is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The applicable Special
Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a
date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such
leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or
(2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)          Any provision
of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 



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(d)          To the extent
consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18
and subject to the applicable Special Servicer’s consent rights pursuant to Section 3.18(a) if any such waiver,
modification or amendment constitutes a Major Decision) or the applicable Special Servicer may, consistent with the Servicing Standard,
agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to
which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will
not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be subject
to any tax under the REMIC Provisions. In making this determination, such Master Servicer or such Special Servicer may obtain and
rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense
of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related
Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
that the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable efforts to
collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding
the foregoing, neither the applicable Master Servicer nor the applicable Special Servicer may waive the payment of any Prepayment
Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not
made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan or
Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)          Subject to Section 3.18(c),
the applicable Master Servicer and the applicable Special Servicer each may, as a condition to its granting any request by a Mortgagor
for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of which is within
such Master Servicer’s or such Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that
such Mortgagor pay to such Master Servicer or such Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(f)          All modifications
(including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this Section 3.18
shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer, as the case may be, and the related
Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer
in accordance with the Servicing Standard).


 


(g)          With respect to
any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof, the
applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the Operating


 






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Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other
than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the
applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period
has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification,
waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that
is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after
it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18 hereof, the applicable
Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator,
the applicable Special Servicer (and such Special Servicer shall, prior to the occurrence of a Consultation Termination Event and
other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder), the applicable Companion
Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable)
and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice
shall deliver to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered by the applicable
Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to
the applicable Companion Holder, if any. Following receipt of the applicable Master Servicer’s or the applicable Special
Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator,
the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V
Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional
debt or mezzanine debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the applicable Master Servicer (if such Master Servicer processes such modification,
waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related
P&I Advance Date and (ii) five (5) Business Days immediately following the applicable Master Servicer or the applicable
Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver
notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the
preceding sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case
may be, has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was
incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage
Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt.
In the


 



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event that either (i) the CREFC® Investor Reporting Package is amended to include such information set
forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer and the Certificate
Administrator, as applicable, and such Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit KK shall no longer be required hereunder. From time to time, the applicable Master Servicer,
the applicable Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information
set forth in this paragraph.


 


(h)          The applicable
Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, such Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the applicable Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs
of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall obtain, at
the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the applicable Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto
for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage
Loan with a Cut-off Date


 






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Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the applicable
Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable
Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan
documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would
not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC;
and provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating
Agency Confirmation) are satisfied; and provided, further, that such securities are backed by the full faith and
credit of the United States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(j)          If required under
the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the applicable Master
Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible
Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by such
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged


 






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Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess
of 365 days (or 366 days in the case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the applicable Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of
an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event.


 


(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement,
the applicable Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing Certificateholder approval,
Rating Agency Confirmation or the applicable Special Servicer’s approval (provided that such Master Servicer delivers
notice thereof to such Special Servicer after completion (and such Special Servicer shall promptly, prior to the occurrence of
a Consultation Termination Event and other than in respect of any Excluded Loan or any NCB Co-op Mortgage Loan, deliver notice
thereof to the Directing Certificateholder, except to the extent that such Special Servicer or the Directing Certificateholder,
as the case may be, notifies such Master Servicer that such party does not desire to receive copies of such items), (i) grant
waivers of non-material covenant defaults (other than financial covenants), including late financial statements; (ii) consent
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion
Loan as and when due provided such releases are required by the related Mortgage Loan documents and there is no lender discretion
permitted under the Mortgage Loan documents; (iii) approve or consent to


 






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grants of easements or rights of way for utilities,
access, parking, public improvements or another purpose or subordinations of the lien of Mortgage Loans to easements that (with
respect to any of the foregoing) do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability
to make any payments with respect to the related Mortgage Loan and any related Companion Loan; (iv) grant other routine approvals,
including the granting of subordination, non-disturbance and attornment agreements and leasing consents that affect less than the
lesser of (a) 30% of the net rentable area of the Mortgaged Property or (b) 30,000 square feet; (v) (other than
in respect of hospitality properties) consent to actions related to condemnation of non-material, non-income producing parcels
of the Mortgaged Property that do not materially affect the use or value of the Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan when due; (vi) consent to a change in property
management relating to any Mortgage Loan or related Companion Loan with respect to (A) Mortgage Loans (including any related Companion
Loans but other than NCB Co-op Mortgage Loans) with an outstanding principal balance of equal to or less than $2,500,000 and where
the successor property manager is not affiliated with the related Mortgagor or (B) NCB Co-op Mortgage Loans (and in the case of
this subclause (B), subject to Section 3.18(k)); (vii) except for any annual budget approval that constitutes
a Special Servicer Decision with respect to a Non-WFB Mortgage Loan pursuant to clause (b) of the definition of “Special
Servicer Decision”, approve annual operating budgets; (viii) approve annual budgets to operate a residential cooperative
Mortgaged Property; (ix) with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor incurring subordinate
debt secured by the related Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt Conditions with respect
to such subordinate debt; and (x) consent to (A) any releases or reductions of or withdrawals from (as applicable) any letters
of credit, reserve funds or other additional collateral with respect to any Mortgaged Property securing an NCB Co-op Mortgage Loan
or (B) any releases or reductions of or withdrawals from (as applicable) any letters of credit, reserve funds or other additional
collateral with respect to any Mortgaged Property securing a Mortgage Loan other than an NCB Co-op Mortgage Loan where the release
or reduction of or withdrawal from (as applicable) the applicable letter of credit, reserve funds or additional collateral is not
considered a Special Servicer Decision under clause (c) of the definition of “Special Servicer Decision”; provided
that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax
purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related
Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action
would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions or
limitations of this Agreement or any Intercreditor Agreement. The foregoing is intended to be an itemization of actions each Master
Servicer may take without having to obtain the approval of any other party and is not intended to limit the responsibilities of
the Master Servicers hereunder.


 


Section 3.19          Transfer
of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall promptly give notice to the applicable Master Servicer or the


 






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applicable Special Servicer, as the case may be, the
Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder thereof, and the applicable Master Servicer shall deliver the
related Mortgage File and Servicing File to the applicable Special Servicer and concurrently provide a copy of such Servicing
File, exclusive of all Privileged Communications, to the Operating Advisor. The applicable Master Servicer shall use its
reasonable efforts to provide the applicable Special Servicer with all documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related
Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise available to such Master
Servicer without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume
its functions hereunder with respect thereto. Such Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case
of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5)
Business Days of receiving notice from the applicable Special Servicer of such Servicing Transfer Event when such Special
Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of
such Mortgage Loan and, if applicable, the related Serviced Companion Loan until such Special Servicer has commenced the
servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The applicable Master Servicer shall
deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a
Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a
copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the applicable Special
Servicer, or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer
pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the applicable
Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer, the Operating Advisor, the
related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has
occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the applicable
Master Servicer (or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice,
and returning such Mortgage File and Servicing File to such Master Servicer, such Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of such Master Servicer to service and administer such Mortgage Loan and,
if applicable, the related Companion Loan shall recommence.


 



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(b)          In servicing any
Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable Master
Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with
the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the applicable Special Servicer with any information in its possession with respect to such records
to enable such Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed
to require such Master Servicer to produce any additional reports.


 


(d)          No later than
sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable,
the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report (the “Asset Status
Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property
to the applicable Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any
Excluded Loan or (B) any AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the
occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan, only
after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall
promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into which the
related Serviced Companion Loan has been sold; the applicable Special Servicer shall also deliver a summary of each Final Asset
Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status
Report to the Certificate Administrator’s Website. Such Asset Status Report shall set forth the following information to
the extent reasonably determinable based on the information that was delivered to the applicable Special Servicer in connection
with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)           a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has
been retained;


 






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(iii)         the
most current rent roll (or with respect to NCB Co-op Mortgage Loans, maintenance schedule), and income or operating statement available
for the related Mortgaged Property;


 


(iv)         (A)
applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)        the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)          such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days) is not in the best
interest of all the Certificateholders), such Special Servicer shall implement the recommended action as outlined in such Asset
Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other
than an Excluded Loan, prior to the occurrence and


 






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continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable Special Servicer has not made
the affirmative determination described above, such Special Servicer shall revise such Asset Status Report and deliver a new Asset
Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the applicable Master
Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder (prior to the occurrence of a Consultation
Termination Event and, in the case of an AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during
an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after
the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the
applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance with
the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided that, if the
Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first
submission of an Asset Status Report, the applicable Special Servicer may act upon the most recently submitted form of Asset Status
Report, if consistent with the Servicing Standard; provided, however, that such Asset Status Report does not, and
is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The
applicable Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such
report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall (a) require
or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of
this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of the applicable


 






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Special Servicer’s, the Trustee’s
or the applicable Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the applicable Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business
Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably
requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines
such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the
Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such
Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with the applicable Special Servicer’s
preparation of any Asset Status Report. The applicable Special Servicer shall revise the Asset Status Report as it deems necessary
to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder), to the extent the applicable Special
Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect
to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor shall consult with the applicable Special
Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the
occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable Special Servicer
may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take
into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 






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Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)          (i)  Upon
receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer
shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer
with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer
to enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable efforts to comply
with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating Advisor
at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)          Prior to the occurrence
and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of a Final Asset
Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the applicable Special Servicer shall
deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset
Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and
shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance of an AB Control
Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder).
With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not
disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format such notice and summary
of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the
most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior


 






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to such 20th Business
Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of any
Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan
is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder
of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor
Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report
and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b).


 


(g)          No provision of
this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of any proposal,
objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20          Sub-Servicing
Agreements. (a)  Each Master Servicer and each Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the
applicable Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee
shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of
such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the
circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for
the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the
Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the
Master Servicers or Special Servicers, as applicable, any successor master servicer or successor special servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to
terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer


 






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any direct rights of indemnification that may be satisfied out of assets of the Trust except
through the applicable Master Servicer or the applicable Special Servicer, as the case may be, if and only to the extent
provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless
and to the extent the applicable Master Servicer or the applicable Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major
Decision without the consent of the applicable Master Servicer or the applicable Special Servicer, as applicable
(which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any
Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an
Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited
Party and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such
Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer
fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the applicable Master
Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or
to the applicable master servicer under any other pooling and servicing agreement that the Depositor is a party to, or
(B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to
perform its obligations under Article XI or under the Exchange Act reporting items required under any other
pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special
servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as
applicable, be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or
Special Servicer, as the case may be (subject to Section 3.20(g) hereof). In addition, each
Sub-Servicing Agreement entered into by a Master Servicer may but need not provide that the obligations of the Sub-Servicer
thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a
Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to
make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to
Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such
incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such
Sub-Servicing Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be, shall deliver to
the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it,
in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to
be taken by the applicable Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of such Master
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the applicable Master Servicer
hereunder to make Advances shall be deemed to have been advanced by such Master Servicer out of its own funds and,
accordingly, in such event, such


 






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Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same
funds as if such Sub-Servicer were such Master Servicer, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.03(d), such interest to be allocable between such Master Servicer and such
Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this
Agreement, each Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such
payment. The applicable Master Servicer or the applicable Special Servicer, as the case may be, shall notify the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the Trustee and the Depositor (and such Special
Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that a
Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each Sub-Servicer
shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage
Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master Servicer’s obligations
under this Agreement.


 


(c)          As part of its
servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and
enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the applicable Master
Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of
Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable Master
Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests
of the Certificateholders.


 


(d)          In the event the
Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer under any
Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to
effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master Servicer shall remain
obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder and
the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering


 






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the Mortgage
Loans for which it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and
when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a
result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)          The Trustee, upon
the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each Sub-Servicing
Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the Trustee or
such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause and without
a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master servicer
shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations under the
Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With respect to
Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the applicable Master Servicer
pursuant to the terms hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement which provides for the
performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than an
Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the applicable Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21          Interest
Reserve Account.


 


(a)          On the P&I
Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless
the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage
Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest


 






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on the Stated Principal
Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which P&I Advance
Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof
(all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld Amounts”).


 


(b)          On each P&I
Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate
Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January
(if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22          Directing
Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers. Within a reasonable time
upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a
monthly basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with
respect to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for
which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section 3.23          Controlling
Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a
Certificate to provide its name and address to the Certificate Administrator and to notify the applicable Master Servicer,
the Certificate Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate
of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the applicable Master
Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such
Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one
Controlling Class Certificateholder and it is also the General Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)          Once a Directing
Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate
Administrator, the


 






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Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by
Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class.


 


(c)          Until it receives
notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor
and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class
Certificateholder and the Directing Certificateholder.


 


(d)          In the event that
no Directing Certificateholder has been appointed or identified to the Master Servicers or the Special Servicers, as applicable,
and the applicable Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to such Master Servicer or such Special Servicer, as
applicable, then until such time as the new Directing Certificateholder is identified to such Master Servicer or such Special Servicer,
as applicable, such Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice
to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          Upon request,
the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor, the Master
Servicers and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling
Class Certificateholder as reflected in the Certificate Register, including names and addresses. In addition to the foregoing,
within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new
Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the applicable
Master Servicer and the applicable Special Servicer. Notwithstanding the


 






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foregoing, Rialto CMBS IX, LLC shall be the initial Directing
Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and
the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)          If the Certificate
Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall
notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)          Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the Controlling
Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder
shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any
director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          (i) All requirements
of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including the access
to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


 


(i)          Until it receives
notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and the
Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any AB Whole Loan Controlling Holder.


 


(j)          With respect to
a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the related
Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 






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(k)          The Certificate
Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request
from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)           At any time that
the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the Class F Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of
the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the
Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicers, the Special
Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class F
Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer
(the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have
the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder
or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling
Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing
Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall
also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described
above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or
transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale
or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)         Promptly upon
its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination
Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination
Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special
notice” on the Certificate Administrator’s Website pursuant to this provision.


 






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In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results
in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


With respect to any Excluded
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded Loan.


 


Section 3.24          Intercreditor
Agreements. (a)  Each of the Master Servicers and Special Servicers acknowledges and agrees that each Serviced
Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and
provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage
Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor
Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement,
the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master
Servicers and Special Servicers agrees not to take any action with respect to a Serviced Whole Loan, or a


 






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Mortgage Loan with
mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine
lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or
mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicers and Special
Servicers acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related
Intercreditor Agreement to the extent provided for therein. Each of the Master Servicers and the Special Servicers further
acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace the applicable Special
Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related
Intercreditor Agreement.


 


(b)          Neither the applicable
Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between
the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement
that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction or direction of a Companion
Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required to comply with any instruction
or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the applicable
Master Servicer or the applicable Special Servicer for its own account without reimbursement. In no event shall the applicable
Master Servicer or the applicable Special Servicer be required to consult with or obtain the consent of any Companion Holder or
a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information
to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled
to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the
related Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable Special Servicer, as the case
may be, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder
unless the Certificate Administrator has delivered notice to such Master Servicer or such Special Servicer, as applicable, as required
under Section 3.23(e) or such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the
identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)          No direction or
disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable Master Servicer or
the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 






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(d)          With respect to
any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder hereunder
may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent
the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in
conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or,
to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the
related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (1) to provide copies of any
notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement
with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination
Event) and (2) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received
such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider
alternative actions recommended by such related Companion Holder; provided that after the expiration of a period of ten
(10) Business Days from the delivery to such related Companion Holder by the applicable Special Servicer of written notice of a
proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder,
the applicable Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such
related Companion Holder has responded within such ten (10) Business Day period (unless, such Special Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of the related Companion Holder set forth in the immediately preceding sentence, such Special Servicer may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if such Special Servicer determines that immediate action with respect thereto is necessary to protect the interests
of the Certificateholders and the


 






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related Companion Holder. In no event shall the applicable Special Servicer be obligated at any
time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)          In addition to
the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding paragraph,
such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the applicable Master Servicer
or applicable Special Servicer, as the case may be) annual meetings with the applicable Master Servicer or the applicable Special
Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon reasonable notice and at times reasonably
acceptable to such Master Servicer or such Special Servicer, as applicable, in which servicing issues related to the related Whole
Loan are discussed.


 


(g)          With respect to
any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such Master Servicer.


 


Section 3.25          Rating
Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The circumstances
described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.”
Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC
Requesting Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the
procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may then take such action if the applicable Master Servicer or the applicable


 






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 Special Servicer, as the case may be, confirms its original determination (made prior to making such request) that taking the action
with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with
respect to a replacement of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not
to apply (as if such requirement did not exist) if (i) it has been appointed and currently serves as a master servicer or
a special servicer on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities
outstanding and for which Moody’s has not cited servicing concerns of the applicable replacement master servicer or special
servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization
transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least
“CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is
the non-responding Rating Agency or (iii) DBRS has not cited servicing concerns of the applicable replacement master servicer or
special servicer, as applicable, as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if DBRS is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this
Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider
shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this
Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such
requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice
to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating
to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the applicable Master Servicer
or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such
Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not
exist).


 






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(c)          For all other
matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver
Rating Agency Confirmation from each Rating Agency.


 


Section 3.26          The
Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan,
and (B) that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer
and (ii) each Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)          The Operating
Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged Information”
received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement solely for
purposes of complying with its duties and obligations hereunder.


 


(c)          (i)  After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications between
the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth
the Operating Advisor’s assessment of the applicable Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided, further,
however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate
to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in
such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control


 






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Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(c) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from
the Servicing Standard and (ii) from the applicable Special Servicer’s obligations under this Agreement with respect
to the resolution or liquidation of Specially Serviced Loans or REO Properties that the applicable Special Servicer is responsible
for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply
with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the applicable Special Servicer
shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery
to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any
comments to the Operating Advisor Annual Report that are provided by the applicable Special Servicer. Only as used in this Section 3.26
in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the applicable Special
Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking
into account the applicable Special Servicer’s specific duties under this Agreement as well as the extent to which those
duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any
assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor
by the applicable Special Servicer (other than any communications between the Directing Certificateholder and such Special Servicer
that would be Privileged Information) pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor Annual Report
shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status Report was prepared
by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)          Prior to the occurrence
and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance
of both


 






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a Control Termination Event and a related AB Control Appraisal Period), the applicable Special Servicer will forward any
Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s determination of
what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)          (i)  After
the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan, after
the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the calculation
but prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts or (ii) net present value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the application of
the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and
applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or
the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations. The applicable Master Servicer shall cooperate with
such Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of
the Appraisal Reduction Amount that is in such Master Servicer’s possession or reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply.


 


(iii)          Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the


 






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occurrence and during the continuance of both
a Control Termination Event (except with respect to any Excluded Loan) and a related AB Control Appraisal Period.


 


(f)          [RESERVED].


 


(g)         The Operating
Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the applicable Special Servicer
and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other
than a Non-Serviced Whole Loan and other than any Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)         Subject to the
requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)          As compensation
for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Remittance Date
with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each REO Loan. As to
each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate
and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in
the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with
any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage
Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this


 






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Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the
Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The applicable Master Servicer or
applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall such Master Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that such Master Servicer or such Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating
advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any AB Mortgage Loan, prior
to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(j)          After the occurrence
of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into
account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected
by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor),
(ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all
Certificates in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance
of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately
replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          After the occurrence
of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders representing at
least 25% of the


 






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Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint
a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective
until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this
Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating
Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement,
and other than indemnification rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification
by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and
appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice
of the termination and appointment to the applicable Special Servicer, the applicable Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder and the Certificateholders.


 


(l)          The holders of
certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder may waive
such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence of
such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)          Prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent, such consent not
to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed pursuant to
this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection
is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent
and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The Operating
Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice to
the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and


 






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expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)          In the event there
are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates and the Class R
Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination
fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon receipt of written notice
of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its
termination pursuant to this Section 3.26(o).


 


(p)          In the event the
Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating
Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant
to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          The parties hereto
agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) subject
to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for
refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          Neither the Operating
Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


(s)          The Operating
Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating Advisor,
the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if
the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 






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(t)          The Operating
Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents
or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall
remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by
virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and
conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor by
such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 3.27          Companion
Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the applicable Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.


 


(b)          No provision of
this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith
or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for
the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the
Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively
rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their
face do not contradict the requirements of this Agreement.


 


(c)          In the case of
each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant to Article VII
of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be
removed.


 


(d)          This Section 3.27
shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights
accrued prior to such resignation or removal.


 


Section 3.28          Serviced
Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion
Noteholder Register”) with respect to


 






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each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information
is provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with
their respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder
transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no
liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect
such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section 3.29          Certain
Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In the
event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the
applicable Master Servicer and the applicable Special Servicer shall acknowledge its successor as the successor to the
applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be.


 


(b)          If any of the
Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that the applicable
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)          In connection
with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the applicable
Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with
such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)          In connection
with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required
to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan


 






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pursuant to the related
Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The applicable Special
Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination
Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)          With respect to
any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination
Event, or the applicable Special Servicer, following the occurrence and during the continuance of a Control Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          With respect to
each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          With respect to
each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined
in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the applicable
Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)          With respect to
any Non-Serviced Mortgage Loan that is a Non-WFB Mortgage Loan, any “Major Decision” pursuant to clause (xiii)
of the definition of such term shall be processed by the Special Servicer in the same manner that the Special Servicer is required
to process any Major Decision with respect to a Mortgage Loan that is a Non-WFB Mortgage Loan serviced under this Agreement, in
accordance with the terms and conditions of Section 6.08 and irrespective of the fact that such Mortgage Loan is a
Non-Serviced Mortgage Loan. Upon receiving a request for any matter that constitutes a Major Decision described in the preceding
sentence, the applicable Master Servicer shall forward such request to the applicable Special Servicer. With respect to any Non-Serviced
Mortgage Loan that is a WFB Mortgage Loan, any “Major Decision” pursuant to clause (xiii) of the definition
of such term shall be processed by the applicable Master Servicer but the applicable Special Servicer shall retain its consent
rights as those rights are described under Section 6.08(a), irrespective of the fact that such Mortgage Loan is a Non-Serviced
Mortgage Loan.


 






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(i)          During the period
from and after a Sanofi Office Complex Pari Passu Companion Loan is deposited into an Other Securitization, not later than 5:00
p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the
related Sanofi Office Complex Pooling and Servicing Agreement the following reports and data files with respect to such Sanofi
Office Complex Pari Passu Companion Loan: (A) to the extent the General Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the
CREFC® Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined
in the related Sanofi Office Complex Pooling and Servicing Agreement), (C) the most recent CREFC® Property
File and the CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included
in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the General Special Servicer
and the General Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such
Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan Level
Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan
Report and (I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City
time) on each related Serviced Whole Loan Remittance Date, the General Master Servicer shall deliver or cause to be delivered in
electronic format to the related other master servicer under the related Sanofi Office Complex Pooling and Servicing Agreement
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports received from the General Special Servicer. In no event shall any report described in this subsection be
required to reflect information that has not been collected by or delivered to the General Master Servicer, or any payments or
collections not received by the General Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due. In addition, the General Master Servicer shall deliver or cause to be delivered in electronic format
to the related other master servicer under the related Sanofi Office Complex Pooling and Servicing Agreement any and all other
reports required to be delivered by the General Master Servicer to the Certificate Administrator hereunder pursuant to the terms
hereof to the extent related to such Sanofi Office Complex Pari Pass Companion Loan.


 


Section 3.30          [RESERVED].


 


Section 3.31          [RESERVED].


 


Section 3.32          Litigation
Control. (a)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced
Companion Loan or any related REO Loan or related REO Property, the applicable Special Servicer shall, in accordance with the
Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on
the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the
applicable Master Servicer and/or the applicable Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the
Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or Serviced Whole


 






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Loan), or otherwise with respect to the
enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the applicable Master Servicer is named in any Trust-Related Litigation but the
applicable Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such
Trust-Related Litigation), such Master Servicer shall notify such Special Servicer of such litigation as soon as practicable
but in any event no later than within ten (10) Business Days of such Master Servicer receiving service of such Trust-Related
Litigation.


 


(b)          To the extent
the applicable Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the applicable Special Servicer
is named, in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding subsection, the
applicable Master Servicer shall (i) provide monthly status reports to such Special Servicer, regarding such Trust-Related
Litigation; (ii) seek to have the Trust replace such Master Servicer as the appropriate party to the lawsuit; and (iii) so
long as such Master Servicer remains a party to the lawsuit, consult with and act at the direction of such Special Servicer with
respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not
limited to the selection of counsel; provided that such Master Servicer shall have the right to engage separate counsel
relating to claims against such Master Servicer to the extent set forth in Section 3.32(e); and provided, however,
that if there are claims against such Master Servicer and such Master Servicer has not determined that separate counsel is required
for such claims, such counsel shall be reasonably acceptable to such Master Servicer.


 


(c)          No Special Servicer
shall (i) undertake (or direct the applicable Master Servicer to undertake) any material settlement of any Trust-Related Litigation
or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination
Event) (to the extent the identity of the Directing Certificateholder is actually known to such Special Servicer; provided
that such Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder)
and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent
the identity of the holder of such Serviced Companion Loan is actually known to such Special Servicer) and the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its
receipt of the subject notice (it being understood and agreed that if such written objection has not been received by such Special
Servicer within such 5-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of
such action); provided that, if such Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related
Companion Holders, such Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


 


(d)          Notwithstanding
the foregoing, neither of the Special Servicers nor the Master Servicers shall follow any advice, direction or consultation provided
by the Directing Certificateholder (or any other party to this Agreement) that would require or cause such Special


 






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Servicer or
such Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause
such Special Servicer or such Master Servicer, as applicable, to violate provisions of this Agreement, require or cause such Special
Servicer or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any REMIC
created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or materially expand the scope of the applicable Special Servicer’s or
the applicable Master Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)          Notwithstanding
the right of either Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the applicable Special Servicer to direct the applicable Master Servicer’s actions in this Section 3.32, the
applicable Master Servicer shall retain the right to make determinations relating to claims against such Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in such Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)          Further, nothing
in this section shall require either Master Servicer to take or fail to take any action which, in such Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master
Servicer to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)          Notwithstanding
either Master Servicer’s right to make determinations relating to claims against such Master Servicer, the applicable Special
Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct such Master Servicer to
settle any claims asserted against such Master Servicer (whether or not the Trust or such Special Servicer is named in any such
claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage Loan other than
an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation
Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the applicable Master Servicer relating
to claims against such Master Servicer (whether or not the Trust or such Special Servicer is named in any such claims or Trust-Related
Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability
or wrongdoing on the part of the applicable Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall
be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (C) the applicable Master Servicer
is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of such Master Servicer
incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by a Master Servicer
at the direction of the applicable Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing
Standard and (E) the applicable Special Servicer provides the applicable Master Servicer with assurance reasonably satisfactory
to such Master Servicer as to the items in clauses (A), (B) and (C).


 






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(h)          In the event both
the applicable Master Servicer and the applicable Special Servicer or Trust are named in Trust-Related Litigation, such Master
Servicer and such Special Servicer shall cooperate with each other to afford such Master Servicer and such Special Servicer the
rights afforded to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the applicable Special Servicer authorizes the applicable Master Servicer, and such Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on
its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation
or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding
relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents,
or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the applicable Master Servicer nor the applicable
Special Servicer shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding
in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare,
execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with
the intent to cause, and that actually causes, the Trustee to be registered to do business in any state (provided that neither
the applicable Master Servicer nor the applicable Special Servicer shall be responsible for any delay due to the unwillingness
of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in
respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee
shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its
interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided,
however, that nothing in this subsection shall be interpreted to preclude the applicable Special Servicer (with respect
to any material Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation
of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination
Event, respectively, to the extent required in Section 3.32(c), respectively) from initiating any action, suit, litigation
or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.33          Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master Servicer, a Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means
as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed
by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any
information that is


 






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not appropriately labeled and delivered in accordance with this Section 3.33 shall not be
separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the
Certificate Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with
respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with
respect to the related Excluded Controlling Class Loans). None of the Master Servicers, the Special Servicers or the
Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.33
until such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit
P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any
Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is
not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website,
such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the
related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of
this Agreement.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01          Distributions.
(a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-E
Certificates, the Class X-F Certificates and the Class X-G Certificates pro rata (based upon their respective
entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)          second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, and the Class A-SB


 






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Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount,
until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has
been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates
has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2),
(3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-SB Certificates have been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, and Class A-SB Certificates,
pro rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such
Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, and Class A-SB Certificates is reduced to zero;


 


(iii)        third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Realized Losses previously
allocated to each such Class), plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(iv)        fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)         fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or


 






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the portion thereof remaining
after any distributions in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S
Certificates has been reduced to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)        ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(x)         tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)        eleventh,
after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)       twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)      thirteenth,
to the Holders of the Class D Certificates and the Class X-D Certificates pro rata (based upon their respective
entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution Date;


 






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(xiv)       fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class D
Certificates has been reduced to zero;


 


(xv)        fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)      sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)     seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)    eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)       nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)       twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates
and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates
has been reduced to zero;


 


(xxi)      twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus


 






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interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)      twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class G Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class; and


 


(xxv)       twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds
remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the applicable Master Servicer and required to be part of the Available Funds for such Distribution
Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicers, the Special Servicers or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          [RESERVED].


 


(c)          On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized
Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the Holders of the
respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount


 






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in respect of its Related Certificates
plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2,
Class LA3, Class LA4, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates, (ii) in
the case of the Class LB and Class LC Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the
Class LD Uncertificated Interest, the Class X-D Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class
X-E Certificates, (v) in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, and (vi) in the case of
the Class LG Uncertificated Interest, the Class X-G Certificates, in each case, computed based on an interest rate equal to the
excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal
to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass
through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          After the Certificate
Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further distributions in
respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in this Section 4.01.


 


(e)          Funds on deposit
in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges received
by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any Liquidation
Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during
any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection
Period, the Certificate Administrator shall pay a portion of that Yield Maintenance Charge or Prepayment Premium in the following
manner: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related
Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of
principal distributed to such Class of Certificates for that Distribution


 






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Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the Class X-A Certificates,
the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction,
the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB and Class A-S Certificates for that Distribution Date, and the denominator of which is the total amount of
principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield
Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB
and Class A-S Certificates as described above, and (iii) to the Class X-B Certificates, any remaining such Yield
Maintenance Charge or Prepayment Premium not distributed as described above.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage
Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will
the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date,
then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base
Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate
used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable
Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate


 






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Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class X-D, Class X-E, Class X-F, Class X-G, Class E,
Class F, Class G, Class R or Class V Certificates. After the Certificate Balances of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
have been reduced to zero, all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed
to the Holder of the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On each Distribution
Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than amounts with respect
to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular Certificates (in order
of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests)
up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of
the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate
Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account
after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates
and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any amounts remaining
in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC
in respect of the Class LR Interest.


 


(g)          All distributions
made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided in Sections 4.01(h),
4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire
transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less
than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in the
Certificate Register. The final distribution on each Certificate (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender
of such


 






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Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicers, the Special
Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          Except as otherwise
provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect to
any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)
a notice in electronic format to the effect that:


 


(i)           the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)          no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate


 






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Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by
Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)          On each Distribution
Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall be distributed
solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest will not
be available to pay any other amounts except for distributions on Class V Certificates set forth in the prior sentence.


 


(k)          On each Serviced
Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals and
payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           to
pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by such Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)          to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 






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(iv)         to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the
address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, each Master Servicer shall withdraw from its Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section 4.02          Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On each
Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the
Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such
Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)           the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the applicable
Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset
Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in
each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation
paid to such Master Servicer and such Special Servicer;


 






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(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(vi)         the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the
related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)         the
Available Funds for such Distribution Date;


 


(x)          the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) (in the case of the Class V Certificates), Excess Interest and (C) Prepayment Premiums;


 


(xii)        the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following
such Distribution Date;


 






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(xvi)        the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet showing
the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)       the
current Controlling Class;


 


(xviii)      the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with
such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)       with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been


 






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ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)      the
aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)     [RESERVED];


 


(xxix)       the
then-current credit support levels for each Class of Certificates;


 


(xxx)        the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)     an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)     the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such


 






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calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)          [RESERVED].


 


(c)          Each of the Master
Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin board service
or Internet website (in addition to making information available as provided herein) any reports or other information such Master
Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating
Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer or such Special Servicer,
as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement in accordance
with Section 3.13 hereof (which may be a licensed or registered investment advisor) to the extent such action does
not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the applicable Master Servicer’s or applicable Special
Servicer’s Internet website, such Master Servicer or such Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case may be, shall be
liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or Special Servicer shall
be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b),
other than information produced by such Master Servicer or such Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The applicable
Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with
respect to information provided, or any assumptions required to be made by such report.


 


Each Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide the applicable
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the applicable Master Servicer to prepare each report and any supplemental information to be provided by the applicable Master
Servicer to the Certificate


 






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Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the applicable Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from such Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating
Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon the written
request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate that is a
Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in any
case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information
that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is
requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)          The information
to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder by the
parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon the reasonable
request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an Excluded Controlling
Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable Master Servicer’s (in the case
of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in such Master Servicer’s or such Special Servicer’s possession, as applicable, such Master Servicer or


 






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such Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is
not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder or
a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03          P&I
Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the
applicable Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to
the Mortgage Loans serviced by such Master Servicer to be made in respect of the related Distribution Date, (ii) apply
amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of
any such obligation to make such P&I Advances or (iii) make such P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances shall be appropriately reflected in the applicable Master
Servicer’s records and replaced by such Master Servicer by deposit in the Collection Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the
delinquent principal and/or interest in respect of which such P&I Advances were made). The applicable Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by such Master
Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage
Loans serviced by such Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such
Distribution Date. If the applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York
City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by
noon, New York City time, on the related Distribution Date, unless such Master Servicer shall have cured such failure
(and provided written notice of such cure to the Trustee and the Certificate Administrator) by


 






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11:00 a.m., New York City
time, on such Distribution Date. In the event that the applicable Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City
time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for
deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to
CREFC® on such Distribution Date.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing
Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to the 225 Liberty Street Mortgage Loan, then it shall provide to
the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two
(2) Business Days of making such P&I Advance.


 


(b)          Subject to Section 4.03(c)
and Section 4.03(e) below, the amount of P&I Advances to be made by each Master Servicer with respect to any Distribution
Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal to: (i) the Periodic Payments (net of related
Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing
Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related
REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not
received as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the applicable Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its
Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion
Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor.
Subject to subsection (c) below, the obligation of the applicable Master Servicer to make such P&I Advances is
mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion
of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received
in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to
be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master Servicer, the applicable
Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other


 






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Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with
respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer
or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2)
Business Days of the date of such determination. If the applicable Master Servicer receives written notice from the related Other
Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable Other
Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other
Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other Pooling
and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master Servicer,
the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I Advances with
respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be,
shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance
would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the applicable
Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such
determination within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to
a Non-Serviced Companion Loan, that any proposed advance under the applicable


 






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Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance,
then the applicable Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be
a Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required
to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole
discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.


 


(d)          In connection
with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the applicable
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless
related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including
the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the
related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or
(ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance
Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I
Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such
purpose are deposited in the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield
Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance
with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage
Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with
the related Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal reduction amount) then in the event
of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage
Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date,
net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan), if any, and the denominator of


 






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which is equal to the Stated Principal Balance of
such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic
Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution
Date.


 


(f)          In no event shall
either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04          Allocation
of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made on
such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which
(i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans
(excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the
“Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates shall be made by
reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls
experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates,
to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the
Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of
Principal Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the
amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.


 


(b)          On each Distribution
Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as a write-off to the
extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date. Any such write off
shall be allocated first, to the Class G Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates; seventh, to the Class A-S Certificates and then, pro rata
(based on their respective Certificate Balances), Class A-1, Class A-2, Class A-3, Class A-4, and Class A-SB
Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 






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(c)          With respect to
any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a)
or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05          Appraisal
Reduction Amounts.      (a)  For purposes of (x) determining the Controlling Class (and whether a Control
Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced
Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced
to zero (i.e., first, to the Class G Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally, pro rata
based on their respective interest entitlements, to the Senior Certificates
(other than the Class X-A, Class X-B, Class X-E, Class X-F and Class X-G Certificates)). Following receipt from the applicable
Special Servicer, the applicable Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction
Amount with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information included in
the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall
determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide
notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction
Amount calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will
be determined on an “as-is” basis.


 


(b)          (i)  The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount in respect of such Class shall have the right, at their sole expense, to require the applicable Special Servicer
to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has
occurred (such Holders, the “Requesting Holders”). The applicable Special Servicer shall use its reasonable
best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount is warranted, and if so warranted, the applicable Special Servicer shall recalculate the Appraisal
Reduction Amount based on such supplemental Appraisal and any information received from the applicable Master


 






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Servicer. If required
by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class
shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of
the Appraisal Reduction Amount. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i)
above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time,
if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the applicable Special Servicer
of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either
(A) such Special Servicer determines that no recalculation of the Appraisal Reduction Amount is warranted or (B) such
Special Servicer recalculates the Appraisal Reduction Amount based on the supplemental Appraisal, the “Appraisal Review
Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior
Class of Control Eligible Certificates, if any.


 


(c)          With respect to
each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal Reduction Event
has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the applicable Special
Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event,
and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the applicable
Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by such Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable
Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and
((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with
Section 4.05(b) above) and receipt of information reasonably requested by the applicable Special Servicer from the
applicable Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in such Master Servicer’s
possession or reasonably obtainable by such Master Servicer, such Special Servicer shall determine or redetermine, as applicable,
and report to such Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the
occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan
or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the applicable Special Servicer shall not
be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Master Servicer
to provide sufficient information to such Special Servicer to comply with such duties or failure by such Master Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by such Master Servicer (or such Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan), to


 






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the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold, or to the holder of any related Serviced Companion Loan by such Master Servicer (or such Special Servicer if the related
Mortgage Loan is a Specially Serviced Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction
Amount, such redetermined Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount with respect to such Mortgage
Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other
than with respect to any Excluded Loan, the applicable Special Servicer shall consult with the Directing Certificateholder with
respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the
foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal
or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an Appraisal or
conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged
Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the applicable
Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect
to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the applicable Special Servicer is
not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 


The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the applicable Special Servicer’s reasonable request therefor (which
request shall be made promptly, but in no event later than ten (10) Business Days, after the applicable Special Servicer’s
receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, that such Special Servicer’s
failure to timely make such request shall not relieve such Master Servicer of its obligation to use reasonable efforts to provide
such information to such Special Servicer within four (4) Business Days following such Special Servicer’s reasonable request.


 


(d)          Any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously subject to
an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which
no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount.
Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in
accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each Serviced
Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to
the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction


 






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Amount in respect of a
Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related AB Mortgage Loan. Any Appraisal Reduction
Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari
Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06          Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall
constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust”
under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to
vary the investment of the Holders of the Class V Certificates in the Grantor Trust so as to improve their rate of return.
The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall
timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust.
In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041,
Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the
following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates, their allocable
share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account, in the time or times
and in the manner required by the Code.


 


(b)          The Grantor Trust
is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to the extent such
information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator
on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC is the only “middleman”
as defined in the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is
incorrect.


 


(c)          The Certificate
Administrator shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 



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(d)          The Certificate
Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder of a Class V
Certificate, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate
Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale.
Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds and date
of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market
trading of WHFIT interests.


 


(e)          To the extent
required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate website
the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07          Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to
(A) the Certificate Administrator relating to the Distribution Date Statement, (B) the applicable Master Servicer
or the applicable Special Servicer, as the case may be, relating to the reports being made available pursuant to Sections 3.13(b)
and (d), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or
(C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating
Advisor or actions by the applicable Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view
Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for
the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as
applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master
Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to
the appropriate person (in the case of the General Master Servicer to the following:
REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of an Inquiry, the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of such Master Servicer, such Special Servicer or the Operating Advisor, as
applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Non-Serviced Master Servicer


 






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or the related Non-Serviced Special Servicer, as applicable; provided that the
Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception, or (vi) answering any Inquiry is otherwise, for any reason, not
advisable, it shall not be required to answer such Inquiry and, in the case of the applicable Master Servicer, the applicable
Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In
addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of
its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event
that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an
Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement
provides that a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer
an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics
described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the
Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the
applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in
significant additional costs or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information,
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the
fact that a Master Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to
answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and
shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of
the Underwriters, Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A
Forum and no such party shall have any responsibility or liability for the content of any such information. The
Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or
answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in
nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to
respond to any Inquiries from Certificateholders for which its response would require the Operating


 






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Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this
Agreement.


 


(b)          The Certificate
Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor
Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)          The 17g-5 Information
Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating
Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements,
or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the
forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable Master Servicer
or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person
(in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and, in the case of the NCB Master
Servicer to the following: WFCM2016C33@ncb.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports,
as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate


 






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Administrator, the applicable Master Servicer or the applicable Special Servicer determines, in its
respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
such Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and
Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document
Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of
the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating
Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of
any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website
any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08          Secure
Data Room. (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor shall,
upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 



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(b)          The Certificate
Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number
or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)          Upon the resignation
or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer
electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor or the
applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as
part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the
Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted
files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01          The
Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through
and including A-3, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be


 






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determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A Certificates
and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of
not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the
Class X-D, Class X-E, Class X-F, Class X-G, Class R and Class V Certificates) will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in
excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an
integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of
authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class R and Class V Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R or Class V Certificates and in
integral multiples of 1% in excess thereof.


 


(b)          One authorized
signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized signatory
whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate
Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall
be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02          Form
and Registration.     No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to
an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Rialto CMBS IX, LLC) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)          Each Class of
the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in
reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S


 






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Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar
by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall
not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          Certificates of
each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


 


(c)          Certificates of
each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors
that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such
investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form
of Definitive Certificates.


 


(d)          Owners of beneficial
interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates
unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or


 






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able to
discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be
a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90)
days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will
refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03          Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept
at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor,
the Master Servicers and the Special Servicers any notices from the Certificateholders. No fee or service charge shall be imposed
by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other
than Definitive Certificates) referred to in this Section 5.03.


 


(b)          Subject to the
restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 



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(c)          Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of
the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)          Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder
may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto


 






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given by the holder of such beneficial interest stating (A) that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder of
a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be
exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such
increase, (2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding
the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest
in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during
the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest
and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes
that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after
the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee
to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”)
and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the


 



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Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct
the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in
such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or
cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary Regulation S
Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such Temporary Regulation S
Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Book-Entry Certificate
of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective
accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate
Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in
the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S
Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the
amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry
Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the
same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of


 






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(1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book Entry
Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section 5.02(d),
no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)           Other Exchanges.
In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to
transfers made pursuant to the provisions of subsection (e) above.


 


(k)          If Non-Registered
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar
such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or


 






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Regulation S under
the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


 


(l)           All Certificates
surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar
in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With respect to
the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to the Initial
Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a
representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election
has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in
the case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate
is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Initial Purchasers, the Underwriters,
the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975
of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator
shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall
not be borne by any of the Depositor, either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate
shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in
a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this


 






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Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(n)          No Class R
or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a
Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee
of a Class R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation
letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not and will not become
a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation of these
transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not
relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated
by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the


 






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Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the
proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(o)          The Class R
Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate


 






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Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section 5.04          Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may
require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 


Section 5.05          Persons
Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and the
Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the
Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06          Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to
the list of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicers,
the Special Servicers, the Trustee, the


 






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Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to
a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)  The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the
request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence: “On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating with other
Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing agreement
governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate
Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07          Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.


 






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The Certificate Registrar initially
designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


 


Section 5.08          Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is
terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set
forth in Section 8.06.


 


(b)          The Certificate
Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, Appraisal,
bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 


(c)          The Certificate
Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The Certificate
Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The Certificate
Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)          The Certificate
Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer or the
Depositor.


 


Section 5.09          [RESERVED].


 


Section 5.10          Voting
Procedures.


 


With respect to any matters
submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository with
respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In each
case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise described
herein with respect to a specific vote:


 


(a)          Any matter submitted
to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such notice shall include
the record date


 






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determined by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less
than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related ballot
shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive
Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices
delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice
and ballot.


 


(b)          In connection
with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in the manner
set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with their
Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator
in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate
Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote
may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder
to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted
by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that
the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into consideration the votes
cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall be bound by all votes
of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The Certificate
Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator shall
use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly
after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice
shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage
abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall
be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall
also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date such
notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any and all reasonable
expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the Trust. The Certificate
Administrator is under no obligation to advise Holders about the matter being voted on or answer questions other than process-related
questions regarding the administration of the vote.


 


(e)          If any party to
this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the Trust that
is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and


 






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the Certificate
Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all such
votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01          Representations,
Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations
Reviewer. (a)  Each of the Master Servicers, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the
Depositor, the Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating
Advisor, as of the Closing Date, that:


 


(i)         
 The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial


 






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companies” (as
defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been
obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where
the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          Each of the Special
Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       
    The Special Servicer is (A) in the case of the General Special Servicer, a limited liability
company, duly organized, validly existing and in good standing under the laws of the State of Delaware and (B) in the
case of the NCB Special Servicer, a national banking association duly organized, validly existing and in good standing under
the laws of the United States and in each case, the Special Servicer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 



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(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding
in equity or at law;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated


 






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by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The Operating
Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each Special Servicer,
as of the Closing Date, that:


 


(i)        
  The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the


 






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Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder.


 


(d)          The Asset Representations
Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the
Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 



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(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 



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(e)          The representations
and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement. Upon written
notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder or any Companion
Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02          Liability
of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations
Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon
and undertaken by the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset
Representations Reviewer herein.


 


Section 6.03          Merger,
Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the
Asset Representations Reviewer. (a)  Subject to subsection (b) below, each of the Depositor, the
Master Servicers and the Special Servicers will keep in full effect its existence, rights and franchises as an entity under
the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do
business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its
respective duties under this Agreement.


 


(b)          Each of the Depositor,
the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of
its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person,
in which case any Person resulting from any merger or consolidation to which the Depositor, a Master Servicer, a Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor
of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such
Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases, the “Surviving Entity”),
as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor
shall agree to perform the obligations of and serve as the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with
respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect
to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received
from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current


 






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ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided,
further, that if a Master Servicer, a Special Servicer or the Operating Advisor enters into a merger and such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating
Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion
Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Serviced
Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the
Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in
such Other Securitization, as the case may be, notifies such Master Servicer, such Special Servicer or the Operating Advisor, as
applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that
such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization
(and specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that
the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not
be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain a Master Servicer, a Special Servicer or Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) such Master Servicer,
such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and
has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents
to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following
the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the
Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify such Master Servicer or such
Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the
case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such
consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the
conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth
in Section 7.01.


 


(i)        
  The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws
of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary
to perform its duties under this Agreement.


 



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(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04          Limitation
on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and Others. (a)  None of the Depositor, the Master Servicers (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), either
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties
or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder. The Depositor,
the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Operating
Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent
of the Depositor, a Master Servicer (including in its capacity as Companion Paying Agent, if applicable), a Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members,
managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicers (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating
Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified
and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal
or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion
Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant
to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities


 






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law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information
Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action. Each of the Master Servicers (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively may rely
on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None of the Depositor,
the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans or the Companion Loan


 






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on deposit in the Collection Account (including, without duplication,
any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each of the Master
Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced Companion
Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer(s) (including
in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers or in the case of the other Master
Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the other Special Servicer) and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of such Master Servicer or such Special Servicer, as the case may be, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by such Master Servicer or such Special Servicer, as the case may be,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by such Master
Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable Master Servicer or the applicable
Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable Special Servicer, as the case
may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s or such Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          Each of the Trustee
and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor, each Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the applicable Master Servicer,
the applicable Special Servicer, the Asset Representations


 






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Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)          The Depositor
agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity as Companion
Paying Agent, if applicable) or such Special Servicer, as the case may be) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The Operating
Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential


 






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damages. The applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor,
as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent),
such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          Neither the Operating
Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents of
the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


 


(h)          The Asset Representations
Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 



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(i)      
    The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying
Agent, Non-Serviced Operating Advisor (if any), Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro
rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in
connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged
Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required to
indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the
related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of either Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)           For purposes of
this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the case may be, will be
deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective obligations
and duties hereunder or acted in negligent disregard of such obligations and duties if such Master Servicer or such Special Servicer,
as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer or such Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code (for which determination such Master Servicer and such Special Servicer will be entitled to rely on advice of counsel,
the cost of which will be reimbursed as an additional expense of the Trust).


 


Section 6.05          Depositor,
Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section 6.03, None of
the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby imposed on each
of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of such Master Servicer or such Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of such Master Servicer or such


 






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Special Servicer (as the case may be) to be effective
immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by such Master
Servicer or such Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer
or special servicer, as applicable, shall have assumed such Master Servicer’s or such Special Servicer’s, as applicable,
responsibilities and obligations in accordance with Section 7.02 and no such resignation by such Master Servicer or
such Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.
Upon any termination (as described in Section 7.01(c)) or resignation of such Master Servicer or such Special Servicer,
pursuant to this Section 6.05, such Master Servicer or such Special Servicer, as applicable, shall have the right
and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided
that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor
or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor
special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning
party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred
by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall such Master Servicer or such Special Servicer have the right
to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated
or removed pursuant to Section 7.01.


 


Section 6.06          Rights
of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may, but is not obligated
to, enforce the obligations of either Master Servicer and either Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of either Master Servicer and either Special Servicer hereunder
or exercise the rights of either Master Servicer or either Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicers and the Special Servicers shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by either Master Servicer or either Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07          The
Master Servicers and the Special Servicers as Certificate Owner. Either Master Servicer, either Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08          The
Directing Certificateholder. (a)  Other than with respect to any Serviced AB Whole Loan for which the
related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no
Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise
(1) the applicable Special Servicer with respect to all Specially Serviced Loans and any Non-Specially Serviced Loan
that is a Non-WFB Mortgage Loan with respect to matters involving a


 






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Major Decision processed by such Special Servicer (other
than, in each case, any Excluded Loan), (2) the applicable Special Servicer with respect to Non-Specially Serviced Loans
other than any Excluded Loan, as to all matters for which the applicable Master Servicer must obtain the consent or deemed
consent of such Special Servicer, and (3) the applicable Special Servicer with respect to all Mortgage Loans other than
any Excluded Loan, for which an extension of maturity is being considered by such Special Servicer or by the applicable
Master Servicer subject to consent or deemed consent of such Special Servicer, and notwithstanding anything herein to the
contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section 6.08,
(i) with respect to a Mortgage Loan (other than a Specially Serviced Loan or a Non-Serviced Mortgage Loan, to the extent
the applicable Master Servicer is responsible for processing any such action as described in the immediately succeeding
paragraph), the applicable Master Servicer, shall not be permitted to take any of the following actions (each a
“Major Decision”), irrespective of whether any such Major Decision constitutes a “Major
Decision” under, and as defined in, the related Intercreditor Agreement, unless it has obtained the consent or deemed
consent of the applicable Special Servicer (provided that such consent shall be deemed given (unless earlier objected
to by the applicable Special Servicer) fifteen (15) Business Days after such Special Servicer’s receipt of
the applicable Master Servicer’s written recommendation and analysis with respect to such Major Decision and all
information reasonably requested by such Special Servicer, and reasonably available to the applicable Master Servicer, in
order to grant or withhold such consent and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is
continuing, such Special Servicer shall not be permitted to take any of the following actions (to the extent such Special
Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) (and shall not
be permitted to consent to the applicable Master Servicer’s taking any of the following actions (to the extent such
Master Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) as to
which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty (30) days with respect
to clause (xi) below) after the Directing Certificateholder’s receipt of such Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and
reasonably available to such Special Servicer, in order to grant or withhold such consent (provided that if such
written objection has not been received by such Special Servicer within such ten (10) Business Day (or thirty (30) day)
period, then the Directing Certificateholder will be deemed to have approved such action):


 


(i)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan;


 



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(iii)          following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)          any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell in accordance
with Section 3.16(a)(iii) this Agreement, in each case, for less than the applicable Purchase Price;


 


(v)           any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)          any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(vii)         any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than any waiver of a “due-on-encumbrance” clause pertaining to an NCB
Co-op Mortgage Loan with respect to subordinate financing as to which the NCB Subordinate Debt Conditions have been satisfied or
the incurrence of additional indebtedness by an NCB Co-op Mortgage Loan;


 


(viii)        any
property management company changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with a Stated Principal
Balance greater than $2,500,000 and other than with respect to an NCB Co-op Mortgage Loan), including, without limitation, approval
of the termination of a manager and appointment of a new property manager, or franchise changes (with respect to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which the lender is required to consent or approve such changes
under the Mortgage Loan documents);


 


(ix)          other
than with respect to any NCB Co-op Mortgage Loan, releases of any material amounts from escrow accounts, reserve accounts or letters
of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender discretion and other than
those that are permitted to be undertaken by the applicable Master Servicer without the consent of the applicable Special Servicer
pursuant to Section 3.18(m);


 


(x)           any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or


 



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guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xi)           any
determination of an Acceptable Insurance Default;


 


(xii)          any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease is of an outparcel or affects an
area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged Property and
(II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing
matter or such transaction relates to a Specially Serviced Loan; provided that if lender consent is not required for such
transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xiii)         any
modification, amendment, consent to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or
similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage
Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided,
however, that any such modification or amendment that would adversely impact the applicable Master Servicer shall additionally
require the consent of such Master Servicer as a condition to its effectiveness; and


 


(xiv)         any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents, other than requests to incur subordinate
debt on any NCB Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


provided, however, that notwithstanding
the foregoing, solely with respect to determining whether the applicable Master Servicer or the applicable Special Servicer will
process any of the matters listed in items (i) through (xiv) above and with respect to a Non-WFB Mortgage Loan, “Major Decision”
will not include any matter listed in items (i) through (xiv) above with respect to such a Non-WFB Mortgage Loan if the applicable
Master Servicer and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process such
matter with respect to such Mortgage Loan; provided, further, however, that, in the event that the applicable
Special Servicer or applicable Master Servicer (in the event the applicable Master Servicer is otherwise authorized by this Agreement
to take such action), as the case may, determines that immediate action, with respect to the foregoing matters, or any other matter
requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event in
this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may be,
may take any


 



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such action without waiting for the applicable Special Servicer’s (in the case of the applicable Master Servicer)
or the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the
Operating Advisor, as the case may be); provided that the applicable Special Servicer or the applicable Master Servicer,
as the case may be, provides the Special Servicer (in the case of the applicable Master Servicer) or the Directing Certificateholder
(or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation
of the basis therefor. The applicable Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing
Certificateholder only, prior to the occurrence of a Consultation Termination Event, the applicable Special Servicer shall consult
with the Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan (and any other actions
which otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination Event hereunder)
and consider alternative actions recommended by the Directing Certificateholder, in respect thereof. In the event the applicable
Special Servicer receives no response from the Directing Certificateholder within 10 Business Days following its written request
for input on any required consultation, the applicable Special Servicer shall not be obligated to consult with the Directing Certificateholder
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the applicable Special Servicer from consulting with the Directing Certificateholder on any future matters with
respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In
addition, after a Control Termination Event, the applicable Special Servicer will also be required to consult with the Operating
Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating
Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that such Special Servicer receives no response from the Operating Advisor within 10 Business Days following the
later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor related to the subject matter of such consultation, such Special Servicer shall not
be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of
the Operating Advisor to respond on any specific matters shall not relieve such Special Servicer from its obligation to consult
with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), such Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating
Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion of
the immediately preceding paragraph, (a) the applicable Special Servicer shall process all requests for any matter that constitutes
a


 



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“Major Decision” with respect to (i) any Specially Serviced Loan and (ii) any Non-Specially Serviced Loan
that is a Non-WFB Mortgage Loan (unless the applicable Master Servicer and applicable Special Servicer have mutually agreed to
have the applicable Master Servicer process such request) and (b) the applicable Master Servicer shall process all requests
for any matter that constitutes a “Major Decision” with respect to (i) any Non-Specially Serviced Loan that is
a WFB Mortgage Loan and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan if the applicable Master Servicer
and the applicable Special Servicer have mutually agreed to have the applicable Master Servicer process such request. Upon receiving
a request for any matter that constitutes a Major Decision (without regard to the first proviso set forth at the conclusion of
the immediately preceding paragraph), with respect to any Non-WFB Mortgage Loan (other than a Non-Serviced Mortgage Loan) that
is not a Specially Serviced Loan, the applicable Master Servicer shall forward such request to the applicable Special Servicer
and, unless such Master Servicer and such Special Servicer mutually agree that such Master Servicer will process such request,
such Special Servicer will be required to process such request and such Master Servicer will have no further obligation with respect
to such request or the related Major Decision.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the applicable
Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the applicable
Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement
or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced
Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation of
either Master Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicers,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer or either Special Servicer,
as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable, to act, or fail to act, in
a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer, as the case may
be, is not in the best interests of the Certificateholders.


 


In the event a Special
Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder, would cause such Special Servicer or such Master Servicer, as applicable, to violate the
terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, such Special
Servicer or such Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by such


 



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Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of such Master Servicer or such
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


With respect to the
Mortgage Loan identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule on Exhibit B as “Atlantic Mini
Self Storage Portfolio”, any consent to the incurrence of future mezzanine indebtedness pursuant to the applicable
Mortgage Loan documents shall be conditioned upon the applicable Master Servicer’s or Special Servicer’s receipt
of a Rating Agency Confirmation from the related Mortgagor in accordance with the procedures set forth in Section 3.25(a).
Any such Rating Agency Confirmation shall be at the sole cost and expense of the related Mortgagor.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such


 



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Non-Serviced
Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event
(and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct
any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain
entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable
Master Servicer, applicable Special Servicer and any other applicable party shall consult with the Directing Certificateholder
(other than with respect to any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent
set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to any
Excluded Loan), the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01          Servicer
Termination Events; Master Servicers and Special Servicers Termination. (a)  ”Servicer Termination
Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer, as the case
may be, any one of the following events:


 


(i)          (A) any
failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account, or remit
to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into,
any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New
York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the


 



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applicable Master Servicer for deposit into the applicable Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)          any
failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business
Days in the case of such Master Servicer’s or such Special Servicer’s obligations, as the case may be, contemplated
by Article XI, (B) fifteen (15) days in the case of such Master Servicer’s failure to make a Servicing Advance
or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be
maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to
such Master Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to such Master Servicer
or such Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates
evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan
if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is
capable of being cured and such Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such
period will be extended an additional thirty (30) days; provided, further, however, that such extended period
will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however, that
if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up


 



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or liquidation of its affairs, shall have been entered against such Master Servicer or such
Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed
for a period of sixty (60) days; or


 


(vi)          such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially all of
its property; or


 


(vii)         such
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)        any
of Moody’s, DBRS or Fitch (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or classes of Serviced
Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or classes of Serviced Pari
Passu Companion Loan Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s,
DBRS or Fitch, as applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
within sixty (60) days) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns
with such Master Servicer or such Special Servicer, as applicable, as the sole or a material factor in such action.


 


(b)          If any Servicer
Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as such
Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder (solely with respect to the Special Servicers) or the Holders of Certificates entitled to more than 25% of the
Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such Master Servicer
or such Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination
Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected
Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the
proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that
the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this


 



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Article VII, all authority and power of
the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of such Master Servicer
or such Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
such Master Servicer’s or such Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of such Master Servicer’s or such Special Servicer’s, as the case may be,
responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation,
the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time
be or should have been credited by such Master Servicer to its Collection Account or any Servicing Account (if it is the Affected
Party), by such Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the
applicable Mortgage Loans or any REO Property (provided, however, that such Master Servicer and such Special Servicer
each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect
to such Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of such Special Servicer or such Master Servicer)
or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


(c)          If a Master Servicer
receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under Section 7.01(a)(viii),
such Master Servicer shall have a forty-five (45) day period after such notice in which to find a successor master servicer qualified
to act as Master Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which the Master
Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five (45) day period such Master
Servicer may continue to serve as such Master Servicer hereunder. In the event that such Master Servicer is unable, within such
forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of such Master Servicer hereunder,
then and in such event, the Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. Any General Special Servicer appointed to replace the


 



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General Special Servicer with respect to a Serviced
Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion
Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the
eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement General Special Servicer in accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject to the
rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to such Special Servicer, the Master Servicers, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall
appoint a successor special servicer to assume the duties of such Special Servicer hereunder; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers
Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies
deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement
of such Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace such Special Servicer with a new special servicer designated in such written direction to assume the
duties of such Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable
fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator
in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such
Holders to


 



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the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency
Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any
related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty
(180) days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing at least 66-2/3% of
a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of such Special Servicer
under this Agreement and appoint the successor special servicer to assume the duties of such Special Servicer (which must be a
Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each
Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the
foregoing, the Certificateholder’s direction to remove such Special Servicer shall not apply to any Serviced AB Whole Loan
for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the applicable
Special Servicer solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency
Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of such Special Servicer under this Agreement
from and after the date it becomes the Special Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion
of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this
Agreement with respect to any AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will
be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the


 



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related Non-Serviced Trustee or, prior to a consultation termination event
under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace such Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
a Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to such Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to
time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency
and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal
or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee
shall (i) terminate all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor
special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee
does not receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of such Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder.
Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of a Special Servicer
with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal
Period under the related Intercreditor Agreement.


 



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No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)          Each Master Servicer
and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required by it
in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to such Master
Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant
to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of
this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if such Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then such
Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders
of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan,
such Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole
Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the
Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the
related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a
Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall select the related Excluded Special Servicer. Such Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer so long as the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each


 



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NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a
Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate
Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time a Special
Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall
no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again
for such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special
servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage
Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special
Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or the applicable Special Servicer,
as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02          Trustee
to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer, as the case may be,
either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been
appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as such Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth
or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto
and that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the
terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required
hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall
not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability


 



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of the predecessor Special Servicer which may have arisen prior
to its termination as Special Servicer. The Trustee in its capacity as successor to a Master Servicer or a Special Servicer, as
the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or special
servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall
the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer
or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor
master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which
that Master Servicer would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer
would have been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of
a Master Servicer or a Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability
as such Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer,
as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall
be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to
so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with
respect to the Special Servicers) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to
that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master
Servicer or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such
Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such
appointment (solely with respect to the Special Servicers) has been approved (prior to the occurrence and continuance of a Control
Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to such Master Servicer or such
Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee


 



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shall act in such capacity
as herein above provided. In connection with such appointment and assumption of a successor to such Master Servicer or such Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation with respect
to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated
Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer(s) or the non-terminated
Special Servicer(s) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special
Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party
requesting such termination or the successor master servicer or special servicer for such expenses within 90 days after the
presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master
Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated
Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have
an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination
without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein;
provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance
of doubt, if the Trustee is terminating a Master Servicer or a Special Servicer in accordance with this Agreement at the direction
of any party or parties permitted to direct the Trustee to so terminate such Master Servicer or such Special Servicer pursuant
to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03          Notification
to Certificateholders. (a)  Upon any resignation of a Master Servicer or a Special Servicer pursuant to Section 6.05,
any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or any appointment of a
successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate Administrator
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          Not later than
the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both,
would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed to
have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04          Waiver
of Servicer Termination Events.     The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event; provided, however,
that a Servicer Termination Event under clause (i), (ii) or


 



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 (viii) of Section 7.01(a) may be waived only with the consent of all
of the Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a)
(with respect to obligations under Article XI) may be waived only with the consent of the Depositor. Upon any such
waiver of a Servicer Termination Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c)
or Section 7.01(f), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or
other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding
any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05          Trustee
as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii) hereof
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such
Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I
Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless
such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of such
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, such Master
Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that
a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any
impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and a Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all
interest accrued thereon, prior to reimbursement of such Master Servicer for such Advances. The Trustee shall be entitled to
conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01          Duties
of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination


 



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Event and after the curing or waiving
of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


 


(b)          The Trustee or
the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, a Master Servicer
or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to
this Agreement.


 


(c)          No provision of
this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 



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(iii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           The Certificate
Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion Noteholders
all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the extent such
reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.


 


Section 8.02          Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)            The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)            The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use


 



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the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)           Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)         For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)        Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special Servicer
(unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee shall only
be responsible for its own actions as a Master Servicer or a Special


 



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Servicer) or of the Depositor, the Operating Advisor or the
Asset Representations Reviewer;


 


(ix)           Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)            In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)           Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions contemplated by
this Agreement, or (b) Wells Fargo Bank, acting in any other capacity hereunder, except, in the case of either clause (a) or clause
(b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same group
or division of Wells Fargo Bank, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers;


 


(xii)          Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)         Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03          Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 2.01(h) and 2.04
and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee or the
Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or
related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or


 



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application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of
the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or any other account by or
on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the case of the Trustee, the
Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section 8.04          Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, either Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05          Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate
Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one
month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably
anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid
monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO
Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the
Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate
Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated
thereon and for the same period respecting which any related interest payment due or deemed thereon is computed. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for the
reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the
Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)          The Trustee, the
Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and any director,
officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be entitled to
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or the Lower-Tier
REMIC Distribution Account, as applicable, from


 



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time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses
incurred in becoming the successor to the applicable Master Servicer or the applicable Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating
Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however, that none
of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made
by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate
Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that
is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06          Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of
America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority and in the case of the


 



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Trustee, shall not be an Affiliate of either Master Servicer or either Special Servicer
(except during any period when the Trustee is acting as, or has become successor to, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit
Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s,
“A-” by Fitch and “A” by DBRS (or in the case of the Trustee, a long-term unsecured debt rating of “A(low)”
by DBRS if the General Master Servicer maintains a rating of at least “A” by DBRS (provided that nothing in
this parenthetical shall impose on either Master Servicer any obligation to maintain such rating)); provided that the Trustee
will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term
unsecured debt rating of no less than “Baa2” by Moody’s, (b) its short-term debt obligations have a short-term
rating of not less than “P-2” from Moody’s and “F1” by Fitch and (c) each Master Servicer maintains
a long-term unsecured rating of at least “A2” by Moody’s and “A+” by Fitch; provided that
nothing in this proviso shall impose on either Master Servicer any obligation to maintain such rating; provided, further,
that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which
may include Moody’s and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07          Resignation
and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor,
each Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating
Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate
Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a
successor trustee or successor certificate administrator acceptable to the General Master Servicer and, prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor
trustee or certificate administrator. A copy of


 



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such instrument shall be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)          If at any time
the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor
by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall
be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different
than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available by the Certificate
Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or
if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument shall be delivered
to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of
the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to each Master Servicer,
each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal, the removed
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The Holders of
Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice, with or without
cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by written
instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate Administrator so removed
and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each Special
Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination without cause pursuant
to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible for
all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any resignation
or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator pursuant
to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the 


 



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successor trustee or certificate administrator
as provided in Section 8.08 and (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.
Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs and expenses associated with
the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
(a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial
Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 or in blank, and (ii) in the case
of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was
not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note
to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with
any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the General Master Servicer shall use reasonable efforts to cause the related
Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the
outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure 


 



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that such Mortgage Loan document is assigned
to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason,
to note the same in such certification.


 


(f)          Neither the Asset
Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08          Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by the Custodian, which Custodian, at Custodian’s option shall become the agent of the
successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.


 


(b)          No successor trustee
or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


 


(c)          Upon acceptance
of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08, the
General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to
the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days after
acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee
or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section 8.09          Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the
successor of the Trustee or the Certificate Administrator, as


 



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applicable, hereunder; provided that, in the case of the
Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and shall provide notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10          Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicers
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicers and the Trustee may consider necessary or desirable. If the Master Servicers shall not have
joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination
Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In the case of
any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request
or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 



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(d)          Any separate trustee
or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)          The appointment
of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.


 


Section 8.11          Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the
Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed
on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate
Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian
meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator shall not
relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder
must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such
capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12          Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each Master Servicer, each
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the
Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 



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(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13          Provision
of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable Master Servicer shall
promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change
in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of
such change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and
the Certificate Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for
notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact
information of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any
of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced
Companion Noteholders has not been provided to the Certificate Administrator, the Master Servicers or the Special Servicers,
as applicable.


 



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Section 8.14          Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)          The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 



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(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15          Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the
Master Servicers is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master
Servicers, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement
agrees to provide to the Trustee, the Certificate Administrator, each Special Servicer and each Master Servicer, upon its
respective reasonable request from time to time such identifying information and documentation as may be available for such
party in order to enable the Trustee, the Certificate Administrator, each Special Servicer and each Master Servicer to comply
with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01          Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set
forth), the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of
(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as
applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling
Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other Special
Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other Master
Servicer, or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals


 



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in clause (a)(2) to be conducted by an Independent MAI-designated
appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer and the Controlling Class),
(3) the reasonable out-of-pocket expenses of the Master Servicers with respect to such termination, other than in the case
of a Master Servicer that is a purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage
Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2)
and (3) above, minus (b) solely in the case where a Master Servicer is exercising such purchase right, the aggregate
amount of unreimbursed Advances, together with any interest accrued and payable to the applicable Master Servicer in respect of
such Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding
and payable solely to such Master Servicer (which items shall be deemed to have been paid or reimbursed to the applicable Master
Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are no longer outstanding, the voluntary exchange
by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for
the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21)
years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then outstanding Certificates (other than the Class V and Class R Certificates)),
the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates
(other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written
notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the
Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates) for
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account of the General Master Servicer an amount in immediately available funds equal
to all amounts due and owing to the Depositor, the Master Servicers, the Special Servicers, the Trustee and the Certificate Administrator
hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account
acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection
Account. In addition, each Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution
Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final
distribution on the Certificates is to occur from its Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole 


 



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Loan is secured by REO Property, the
portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be
deposited into the related REO Account). Upon confirmation that such final deposits have been made and following the
surrender of all its Certificates (other than the Class V and Class R Certificates) on the applicable Distribution
Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicers, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the
Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier
Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect
to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator,
and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however,
that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of the Class R
Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Preliminary Statement (in order to make such determination, the General Master Servicer may, at any time, request
that the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal Balance of the
NCB Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General
Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s website)
of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the
General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that a Master Servicer or a Special Servicer purchases, or


 



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the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the applicable Master Servicer, the applicable Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall
deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date
on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master Servicer shall
transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date
from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable
Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the applicable Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage
Loans is an asset of the Trust) and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling
Class, the General Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the NCB Master
Servicer (if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master
Servicer) will have the option, by giving written notice to the other parties hereto no later than 30 days prior to the anticipated
date of purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other
party will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that
time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, then the other Special Servicer, and then the Holders of the Class R Certificates. For purposes of this Section 9.01,
the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of
the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
is an


 



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asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the
25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the
month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to Holders of the Class V Certificates so presented, any
amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in
accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such
Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section 9.02          Additional
Termination Requirements. (a)  In the event a Master Servicer or a Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the
Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional
requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)          the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax
Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable Master Servicer,
the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 



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(iii)          within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect
of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims),
and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01          REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in
the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be
designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the
Master Servicers or the Trustee shall permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The Closing Date
is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within the meaning
of Section 860G(a)(9) of the Code.


 


(c)          The Certificate
Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either such REMIC
and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or accountants’
fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the Certificate
Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties
on deposit in the Collection Accounts as provided by Section 3.05(a) unless such legal expenses and costs are incurred
by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of the largest Percentage
Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations Section 1.860F-4(d)
and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC. By their acceptance
thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate Administrator
as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the


 



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Code, to the extent
such provision is applicable to the Trust REMICs, and (ii) the Holder of the largest Percentage Interest in the Class R Certificates
hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of the “tax
matters person” for the Trust REMICs.


 


(d)          The Certificate
Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it determines
are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely
sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator
without any right of reimbursement therefor.


 


(e)          The Certificate
Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information as
is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811,
within thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)          The Certificate
Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate Administrator’s
control and the scope of its duties more specifically set forth herein as shall be necessary to maintain the status of each Trust
REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably
requested by the Certificate Administrator to do so. Neither the Master Servicers nor the Special Servicers shall knowingly or
intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition
of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC Event”)
unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest
of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator
or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust REMIC created hereunder,
cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust
against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse


 



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REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that
any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax,
is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated
amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or
any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master Servicer shall withdraw
from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as
is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from
contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any
such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net
income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution
to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or
local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to
the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the
Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator,
the Master Servicers or the Special Servicers shall be responsible for any taxes imposed on any Trust REMIC except to the extent
such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


 



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(h)         The Certificate
Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each
Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following the
Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)          Neither the Certificate
Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive a fee or other
compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)         Solely for the
purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which the
Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount of each
Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)          None of the Trustee,
the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable Collection
Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will
not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to
indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(m)        The Certificate
Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby
directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 



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Section 10.02          Use
of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate
Administrator may execute any of its obligations and duties under this Article X either directly or by or through agents
or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


 


Section 10.03          Depositor,
Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a)  The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicers
and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable notice and during
normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the Trust and
as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04          Appointment
of REMIC Administrators.   (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)          Any Person into
which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate
agency business of any REMIC Administrator, shall continue to be


 



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the REMIC Administrator without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any REMIC Administrator
may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Trustee, the Certificate
Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the Depositor. The Certificate Administrator
may at any time terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator,
the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 10.04,
the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate Administrator shall give
written notice of such appointment to the Master Servicers, the Trustee and the Depositor and shall mail notice of such appointment
to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed unless eligible
under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action taken
by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01          Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that
includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or
Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such
interpretations require compliance and are not “grandfathered”). In connection with the Wells Fargo Commercial
Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, and any Other Securitization subject
to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the
Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of


 



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any Other Securitization that includes a Serviced Companion Loan, as applicable,
to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or
Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good
faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as
applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicers,
the Special Servicers, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate
Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion
Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such
compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this
Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient
time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI,
to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party
hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section 11.02          Succession;
Subcontractors. (a)  As a condition to the succession to either Master Servicer and either Special Servicer or
to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or
sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the
applicable Master Servicer and the applicable Special Servicer, such Sub Servicer or Certificate Administrator may be merged
or consolidated, or (ii) which may be appointed as a successor to the applicable Master Servicer and the applicable
Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing a Master
Servicer and a Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicers and the
Special Servicers and the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the
effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act); provided, however that if disclosing
such information prior to such effective date would violate any applicable law or confidentiality agreement, the Master
Servicers, the Special Servicers, any Additional Servicer or the Certificate Administrator, as the case may be, shall submit
such disclosure to the Depositor no later than the first Business Day after the effective date of such succession or
appointment.


 


(b)          Each of the Master
Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator (each
of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will


 



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be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written
description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate
Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying
(i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments
of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined
to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize
any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary
to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In connection
with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor,


 



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the
Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of
such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07,
the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan
that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the applicable
Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply
with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any notice and/or
information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to each Other
Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services, specially services
or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03          Filing
Obligations. (a)  The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with
the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07
of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D and
10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file
(via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D
or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered
to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the Depositor.
In the case of Forms 10-D and 10-K, the Depositor, the Master Servicers, the Certificate Administrator, the Operating Advisor
and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of


 



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Form 8-K, the Certificate Administrator will,
upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon the
parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D
or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 11.04          Form 10-D
Filings.   (a)  Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the
Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if
applicable; provided that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4)
calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit EE (except with respect to the reporting of REO Account


 






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balances which shall be delivered in the
form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the
Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the
Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure
information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator
in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the applicable
Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the applicable Special Servicer within
the time period specified in this Section 11.04) and the Collection Accounts as of the related Distribution Date and
as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve
Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage
Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this
paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate


 



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Administrator from the applicable Master Servicer or the
applicable Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any
such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total
debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt,
as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating
to the reporting period in which such request was received (a “Special Notice”) disclosure regarding the request
to communicate, and such disclosure is required to include the following and no more than the following: (a) the name of the
Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to
the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner
is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact
the requesting Certificateholder or Certificate Owner.


 


(b)          After preparing
the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax
copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator
manually signed copies of a power of attorney meeting the requirements of


 



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Item 601(b)(24) of Regulation S-K under the
Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney,
each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney
in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with
the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC,
375 Park Avenue, 2nd Floor, J0127 023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells
Fargo Law Department, D1053 300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related to the timely
preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file
such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Any notice and/or
information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to each Other
Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame
as set forth in this Section 11.04.


 


Section 11.05          Form 10-K
Filings.   (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the
Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such
Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance
of noncompliance and the nature and status thereof;


 


(ii)          (A)  the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 



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  (B)          if any
such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such
instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)          (A)  the
registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


  (B)          if any
registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715 2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an


 






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Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing
of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After preparing
the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the
Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time
or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth
in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at
the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127 023, New York, New York 10152,
Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053 300, 301 South College St., Charlotte,
North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties
to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such
parties) observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither the
Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results
from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement
(or any Sub-Servicer or Servicing Function Participant engaged by any such


 






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parties) needed to prepare, arrange for execution or
file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Upon written request
from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, applicable Master Servicer or applicable Special Servicer whether
it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan
Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate Administrator,
the identity of the new party.


 


(d)          Any notice and/or
information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to each Other
Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame
as set forth in this Section 11.05.


 


Section 11.06          Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other
Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case
of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is
required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the
applicable Master Servicer or the applicable Special Servicer, as the case may be, that is a Servicing Function Participant shall
use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the
Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such
Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other
Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”),
on or before March 1st of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than
a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and substance similar to applicable
Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with
respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an


 






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officer (if the Person
is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may
be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties
to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and
Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided
to such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer
or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting
Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with
respect to completeness of information and reports, to certify anything other than that all fields of information called for in
written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07          Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related
to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and
the Certificate Administrator and approved by the


 






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Depositor, and the Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting,
direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC,
375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells
Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of
their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for


 






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any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicers,
the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable Master Servicer
and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional
Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable efforts to cause
such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer
to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the
2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor
and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a
party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.07.


 


Section 11.08          Form 15
Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare
and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such
reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h),
the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07
shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall
not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the
Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI
shall recommence.


 






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Section 11.09          Annual
Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the applicable Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017,
deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying
Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in
the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout
such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect
to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make
a copy of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information
Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which
the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any
of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer, a


 






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Special Servicer, the Trustee,
the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicers, Special Servicers or Additional Servicer shall be required to cause the delivery of any such statement
until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an
Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the
Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event either Master
Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, and each of the applicable Master Servicer and the applicable Special Servicer shall
(i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with
respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the applicable Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator
was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to
a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.09.


 


Section 11.10          Annual
Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of each year,
commencing in March 2017, the Master Servicers, the Special Servicers (regardless of whether either Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating
Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts
to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that


 






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such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge and agree that the
Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and any Servicing
Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or Certificate Administrator
has entered into a servicing relationship.


 


(c)          No later than
ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either Special Servicer shall
notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged
by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the


 






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name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In the event the Master
Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The Operating
Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event or Consultation
Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator shall deliver
such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any certificate,
statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant to this Section 11.10
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.10.


 


Section 11.11          Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March
2017, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee shall not be
required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause
(and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicers, Special Servicers,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and


 






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(ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the
delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such
Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement
will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing
parties.


 


Promptly after receipt
of such report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee,
the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable
Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the
Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of
compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any
given year so long


 






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as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed
with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12          Indemnification. Each
of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by such Master Servicer, such Special Servicer,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the
case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the
part of such Master Servicer, such Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the
Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange
Act Deliverable by, or on behalf of, such party.


 


The Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any
Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of
its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined
in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery
of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable


 






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reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are
received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor
shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected
Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the
Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied,
withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with
the Commission or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function Participant
or Additional Servicer retained by a Master Servicer, such Master Servicer shall receive copies of all material communications
pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and
expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other
than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above)
and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicers, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or


 






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Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar
agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating
Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by such Master Servicer,
such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use
commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing
Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of either Master Servicer, either Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13          Amendments. This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for
purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with
respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without
a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
For the avoidance of doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject
to Section 13.01(k).


 






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Section 11.14          Regulation AB
Notices. Any notice, report or certificate required to be delivered by any of the Master Servicers, the Special Servicers,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the
case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via
phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section 11.15          Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the
applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any
Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of
such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller
(or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to
comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such
Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4),
(c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, either Master Servicer and either Special Servicer understands that such information may be included
in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an
agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved
in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific
aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information
pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), a Master Servicer (where such information pertains to the applicable Master Servicer
individually and not to any specific aspect of the applicable Master Servicer’s duties or obligations under this Agreement)
and a Special Servicer (where such information pertains to the applicable Special Servicer individually and not to any specific
aspect of the applicable Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver
such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof
is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered
with respect to the offering material for this securitization by the Master Servicers or the Special Servicers, Trustee and Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
offering material related to a Regulation AB Companion Loan


 






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Securitization. Notwithstanding the foregoing, to the extent that
the information provided by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization
is substantially and materially similar to the information provided by such party with respect to the offering materials related
to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation
of Regulation AB or changes in factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a).
Any indemnification agreement executed by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable
Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related
indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations
otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted transferee)
shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of
its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket
expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of
any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the
applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and
the applicable Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with


 






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respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(b).


 


(c)          Each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the
applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such depositor, trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information
with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan
within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On or before March 1st
of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and
not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file an annual report
on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the
applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such depositor, trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a
report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation
AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the
applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the applicable Master
Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d)
with respect to such


 






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Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(d).


 


(e)          On or before March 1st
of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and
not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file an annual report on
Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the
Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the applicable
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to
a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect
to itself, to the depositor, trustee and certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with
respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)           Each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall use commercially reasonable efforts to cause
a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such parties
respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements and certificates
with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which the applicable
Master Servicer or the


 






    	-403-



    	 



    

 


applicable Special Servicer, as the case may be, is required to deliver its comparable information, reports,
statements or certificates pursuant to this Section 11.15.


 


(g)          With respect to
any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified the applicable
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
(together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the applicable Master Servicer or the applicable Special Servicer, as the case may be, is in
receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the
fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter in which such notice
from the Other Depositor was received, or the updated financial statements of such “significant obligor” for any calendar
year, beginning for the calendar year in which such notice from the Other Depositor was received, as applicable, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall deliver to the Other Depositor, on or prior to the
day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt
occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)
or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements
of such “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the applicable Master Servicer or the applicable Special Servicer, as the case may be, in
accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the related
Mortgagor in such financial statements.


 


If the applicable Master
Servicer or the applicable Special Servicer, as the case may be, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor”
within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall notify the Other Depositor
with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable
Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion
Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such
financial information. The applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use efforts
consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor
under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Mortgagor under the
related Mortgage Loan documents.


 






    	-404-



    	 



    

 


The applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall (and shall cause each applicable Sub-Servicing Agreement
entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor
in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within
five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect
to the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s Certificate
should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and
Servicing Agreement.


 


(h)          If any Other Securitization
includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then the obligations of the
parties hereto set forth in this Article XI with respect such Other Securitization shall remain in full force and effect
notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16          [RESERVED].


 


Section 11.17          Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicers nor the Special Servicers shall be subject to
a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace
period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this
Article XI; provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicers nor the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



the asset representations reviewer


 


Section 12.01          Asset
Review.


 


(a)          On or prior to
each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan
Periodic Update File delivered by the


 






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applicable Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered
to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting
such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses
appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in
the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period
in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to
occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and
an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses
(1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the
Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide
written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset
Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the
Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder
and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect,


 






    	-406-



    	 



    

 


(C) the Certificate Administrator has timely received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C)
in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the applicable Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection
with the foregoing through an agent.


 


(b)           (i)  Upon
receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for Non-Specially
Serviced Loans), the applicable Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans)
and the applicable Special Servicer (with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10)
Business Days, provide the following materials to the extent in their possession to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08,
copies of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan, a copy of the Prospectus, a
copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)          an assignment
of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset
Review;


 


(2)          an assignment
of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence
of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          the
assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


 


(4)          all
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan
that is subject to an Asset Review;


 


(5)          an assignment
in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan
that is subject to an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset


 






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Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)          In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations
Reviewer such missing document(s) to the extent in its possession. In the event any missing documents are not provided by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset Representations
Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall
be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent such document
is in the possession of such party but in any event excluding any documents that contain information that is proprietary to the
related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)          Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 






    	-408-



    	 



    

 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)         The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)        The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations
Reviewer by the applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with
respect to Specially Serviced Loans) or from the related Mortgage Loan Seller within ten (10) Business Days following the request
by the Asset Representations Reviewer to the applicable Master Servicer, the applicable Special Servicer or the related Mortgage
Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list
such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the
reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide
such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special
Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or explanations
to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any
missing information or documents in the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan
Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required
to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with respect
to the related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were


 






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not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller (or, in the case
of Ladder Capital Finance LLC, against Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP
and Series TRS of Ladder Capital Finance Holdings LLLP in respect of their respective payment guarantees), which, in each case,
shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(f) of this Agreement.


 


(ix)          In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect
to Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan,
and the Asset Representations Reviewer shall have no responsibility to independently obtain any such information from any party
to this Agreement or otherwise.


 


(x)          Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable Special Servicer shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the applicable
Special Servicer determines that a Material Defect exists, the applicable Special Servicer shall enforce the obligations of the
related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The Asset Representations
Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged Information”
received from any party to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage
Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent
expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice
indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party
to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such
information is Privileged Information shall not disclose such Privileged Information to any Person without the prior


 






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written consent
of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The Asset Representations
Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents
or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent or subcontractor
may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any
fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence
or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset
Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with
the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue
of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the
same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations
under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02          Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations
Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product
of a rate equal to 0.0007% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal
Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall
be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As compensation
for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage Loans that are
Delinquent Loans and are subject to an Asset Review (for purposes of this paragraph, “Subject Loans”), upon
the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer shall
be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, the sum of: (i) $15,000 multiplied
by the number of Subject Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged
Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus
(iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel
license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer
Price Index for All Urban Consumers, or other similar index if the


 






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Consumer Price Index for All Urban Consumers is no longer calculated,
taking into account the Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All
Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review
or (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset Representations
Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is
insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay
such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery
by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier
to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage
Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such
invoice by registered mail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of
such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller
and the Special Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid
by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The Asset Representations
Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


Section 12.03          Resignation
of the Asset Representations Reviewer. The Asset Representations
Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to
this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall
have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs
and expenses of each party hereto and each Rating Agency in connection with its resignation.


 






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Section 12.04          Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make
any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by
an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05          Termination
of the Asset Representations Reviewer. 


 


(a)  An “Asset
Representations Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:


 


(i)          any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure that is not curable
within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days
to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided
the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and
is continuing to pursue, such cure;


 


(ii)          any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or


 






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receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal
Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement,
other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)          Upon (i) the
written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed
successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice
to all Certificateholders at their


 






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addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon
the written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without regard to the
application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On or after the
receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05, all
of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicers, the
Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon any termination
of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee shall,
as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate


 






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Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01          Amendment.
(a)  This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 


(i)           to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to
correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 






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(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of
the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered


 






    	-417-



    	 



    

 


satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25);


 


(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of
Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or
rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)          This Agreement
may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such
amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage


 






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Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the applicable Master Servicer, the
applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made
that changes any provision specifically required to be included in this Agreement by (i) the 225 Liberty Street Intercreditor Agreement
or (ii) the Sanofi Office Complex Intercreditor Agreement, without in each case the consent of the holder of the related Companion
Loan(s).


 


(d)          Promptly after
the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable,
and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicers, the Special Servicers, the Mortgagors, the Underwriters
and the Rating Agencies.


 


(e)          It shall not be
necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations
as the Certificate Administrator may prescribe.


 


(f)          The Trustee and
the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01 that
affects its rights, duties and immunities under this Agreement or otherwise.


 






    	-419-



    	 



    

 


(g)          The cost of any
Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment entered
into hereunder shall be borne by the Person seeking the related amendment, except that if either Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall
be payable out of the applicable Collection Account.


 


(h)          The Servicing
Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any class of Serviced
Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25).


 


(i)           To the extent
the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in
connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This Agreement
may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely affect
the rights of such Companion Holder hereunder.


 


Section 13.02          Recordation
of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon
direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.


 


(b)          For the purpose
of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously
in any number


 






    	-420-



    	 



    

 


of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this
Agreement.


 


(c)          The Trustee shall
make any filings required under the laws of the state of its place of business required solely by virtue of the fact of the location
of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03          Limitation
on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No Certificateholder
shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.


 


(c)          No Certificateholder
shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect to the Certificates,
unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously
shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof,
as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except
in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage
Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require
against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt
of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding.
The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates
unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever
by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any
other of such Certificates, or to obtain or seek to obtain priority over or


 






    	-421-



    	 



    

 


preference to any other such Holder, which priority
or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in
the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 


Section 13.04          Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05          Notices. (a)  Any
communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicers the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 






    	-422-



    	 



    





 


In the case of the Depositor:



c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288


 


In the case of the General Master
Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager

Telecopy Number: (704) 715-0036


 


and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 


In the case of the NCB Master
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3470

Email: mwehland@ncb.coop


 






    	-423-



    	 



    

 


In the case of the General Special
Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the NCB Special
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3473

Email: mwehland@ncb.coop


 






    	-424-



    	 



    

 


In the case of the Directing
Certificateholder:



Rialto CMBS IX, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 


with a copy to:



Rialto CMBS IX, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C33


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2016-C33


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Mortgage Loan
Sellers:


 


		1.	Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28288

Attention: Wells Fargo Commercial Mortgage Trust 2016-C33, 

Commercial Mortgage Pass-Through Certificates, Series 2016-C33



 






    	-425-



    	 



    

 


with a copy to:



Jeff D. Blake, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28288


 


and a copy to:



Ross Stewart

Wells Fargo Bank, National Association

333 Market Street, 17th Floor

San Francisco, CA 94105

Telephone number: (415) 801-8505

Email: ross.l.stewart@wellsfargo.com


 


		2.	Rialto Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Executive Director



 


		3.	National Cooperative Bank, N.A

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202-3709

Attention: Kathleen Luzik

Facsimile No.: (703) 647-3474



 


with a copy to:



Chad Oppenheimer, Esq.

Facsimile No.: (703) 647-3474


 


and a copy to:



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Steven M. Kornblau, Esq.

Facsimile No.: (646) 417-6311


 


		4.	C-III Commercial Mortgage LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Attention: Jenna Vick Unell, General Counsel

Facsimile No.: (972) 868-5490



 






    	-426-



    	 



    

 


with a copy to:



C-III Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

Attention: Jeffrey Cohen

Facsimile No.: (212) 705-5001


 


and a copy to



C-III Commercial Mortgage LLC

717 Fifth Avenue, 15th Floor

New York, New York 10022

Attention: Michael Pierro

Facsimile No.: (212) 705-5001


 


and a copy to



C-III Commercial Mortgage LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

Attention: Paul Hughson

Facsimile No.: (212) 705-5001 


		5.	Ladder Capital Finance LLC or Ladder Capital
Finance Holdings LLLP

345 Park Avenue, 8th Floor

                                                                New York, New York 10154

                                                                Attention: Pamela McCormack

                                                                Telephone number: (212) 715-3174
  










 


with electronic copies to



 


Pamela McCormack (pamela.mccormack@laddercapital.com)

Robert Perelman (robert.perelman@laddercapital.com)

David Traitel (david.traitel@laddercapital.com)






		6.	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile No.: (212) 891-5777



 






    	-427-



    	 



    

 


with a copy to



Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile No.: (212) 891-6288


 


with a copy to



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@us.natixis.com (for all legal notices)


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-C33-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)



with a copy to:



Park Bridge Lender Services LLC

41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-C33-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any party required
to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written
notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed below,
promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer, as the case may be,
the Certificate Administrator, and Trustee also shall furnish


 






    	-428-



    	 



    

 


such other information regarding the Trust as may be reasonably requested
by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Section 13.06          Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07          Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first
priority security interest in the


 






    	-429-



    	 



    

 


Depositor’s entire right, title and interest in and to the assets comprising the
Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect
to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Collection Accounts, the
Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and (ii) this Agreement shall
constitute a security agreement under applicable law. This Section 13.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section 13.08          Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange
Act Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is
an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other
person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.


 


(b)          Each Serviced
Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder. Each
of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each of the applicable
Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced Paying
Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement
in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject to Section 2.03(k),
Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be an express third-party
beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section 2.03(o).


 


Section 13.09          Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof.


 


Section 13.10          Notices
to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the


 






    	-430-



    	 



    

 


related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to
any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the
resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer or either
Special Servicer; and


 


(iv)          the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)           The Master Servicers
shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has actual
knowledge:


 


(i)            the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           any
change in the location of the Collection Accounts;


 


(iii)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)           any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          any
material damage to any Mortgaged Property;


 


(vii)         any
assumption with respect to a Mortgage Loan; and


 


(viii)        any
release or substitution of any Mortgaged Property.


 


(c)           The Certificate
Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location of
the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)           The Trustee, the
Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish to the 17g-5 Information
Provider for posting


 






    	-431-



    	 



    

 


on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special Servicers,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, either Master
Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to
such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify such
Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information, report,
notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided
to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to
the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






    	-432-



    	 



    

 






IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


	 	 	 
	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., 
	 	 	Depositor
	 	 	 
	 	By:	/s/ Anthony Sfarra
	 	 	Name: Anthony Sfarra
	 	 	Title:   President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
	 	 	General Master Servicer
	 	 	 
	 	By:	/s/ Marcus Thomas
	 	 	Name: Marcus Thomas
	 	 	Title:   Director
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC, 
	 	 	General Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	NATIONAL COOPERATIVE BANK, N.A., 
	 	 	NCB Master Servicer
	 	 	 
	 	By:	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
	 	 	Title:   Senior Vice President


 


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and Servicing Agreement


 






    	 



    	 



    

 


	 	 	 
	 	NATIONAL COOPERATIVE BANK, N.A., 
	 	 	NCB Special Servicer
	 	 	 
	 	By:	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
	 	 	Title:   Senior Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael Baker
	 	 	Name: Michael Baker
	 	 	Title:   Assistant Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title:   Assistant Vice President





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC, as
	 	Operating Advisor and as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	/s/ David M. Rodgers
	 	 	Name: David M. Rodgers
	 	 	Title:   Managing Member


 


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and Servicing Agreement


 






    	 



    	 



    

 

	STATE OF NY	)	 
	 	)	ss.:
	COUNTY OF NY	)	 


 


On the 24 day of March,
2016, before me, a notary public in and for said State, personally appeared Anthony Sfarra known to me to be a President of Wells
Fargo Commercial Mortgage Securities, Inc., that executed the within instrument, and also known to me to be the person who executed
it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	LILLIAN CALCATERRA	 	/s/ Lillian Calcaterra
	NOTARY PUBLIC, State of New York	 	Notary Public
	No. 01CA4971671	 	 
	Qualified in Kings County	 	 
	Cert. Filed in New York County	 	 
	Commission Expires Sept. 10, 2018	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	9/10/2018	 	 


 


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and Servicing Agreement


 






    	 



    	 



    
 


	STATE OF North Carolina	)	 
	 	)	ss.:
	COUNTY OF Mecklenburg	)	 


 


On the 29 day of March,
2016, before me, a notary public in and for said State, personally appeared Marcus Thomas known to me to be a Director of Wells
Fargo Bank, National Association, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	ERICA L. SMITH	 	/s/ Erica L. Smith
	NOTARY PUBLIC	 	Notary Public
	Gaston County	 	 
	North Carolina	 	 
	My Commission Expires 7/15/2017	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 


 


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and Servicing Agreement


 






    	 



    	 



    

 

	STATE OF FLORIDA	)	 
	 	)	ss.:
	COUNTY OF MIAMI-DADE	)	 


 


On the 31st
day of March, 2016, before me, a notary public in and for said State, personally appeared Cheryl Baizan, who is personally known
to me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such Rialto Capital Advisors, LLC, and acknowledged to me that such Rialto Capital
Advisors, LLC executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/ Lori Buckler
	 	 	Notary Public
	 	 	 
	[SEAL]	 	LORI BUCKLER
	 	 	MY COMMISSION EXPIRES
	My commission expires:	 	February 2, 2018
	 	 	#FF 059264
	 	 	Bonded thru
	 	 	Notary Public Underwriters
	 	 	NOTARY PUBLIC, STATE OF FLORIDA



 

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and Servicing Agreement

 






    	 



    	 



    

 

	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 


 


On the 25 day of
March, 2016, before me, a notary public in and for said State, personally appeared Matthew Wehland known to me to be a
SVP of National Cooperative Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking
association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	Christiane Weber Hirt	 	/s/ Christiane W. Hirt
	NOTARY PUBLIC	 	Notary Public
	Commonwealth of Virginia	 	 
	Reg. #7095550	 	 
	Commission Exp. 3/31/2019	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 



 

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and Servicing Agreement

 






    	 



    	 



    

 

	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 


 


On the 25 day of
March, 2016, before me, a notary public in and for said State, personally appeared Matthew Wehland known to me to be a
Senior Vice President of National Cooperative Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking
association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	Christiane Weber Hirt	 	/s/ Christiane W. Hirt
	NOTARY PUBLIC	 	Notary Public
	Commonwealth of Virginia	 	 
	Reg. #7095550	 	 
	Commission Exp. 3/31/2019	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 



 

Pooling
and Servicing Agreement


 






    	 



    	 



    

 

	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 


On the 24 day of March,
2016, before me, a notary public in and for said State, personally appeared Michael Baker known to me to be a VP of Wells Fargo
Bank, National Association, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/ Colin A. Castro
	 	 	Notary Public
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 
	COLIN A CASTRO	 	 
	NOTARY PUBLIC	 	 
	My commission expires	 	 
	March 24, 2019	 	 
	Frederick County, MD	 	 


 

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and Servicing Agreement


 






    	 



    	 



    

 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On the 31st day of March,
2016, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be a Assistant Vice
President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/ Christina M. Bader
	 	 	Notary Public
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	04-15-2016	 	 


 

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and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 




On this 24 day of March 2016,
before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
David M. Rodgers, to me known 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/ Brooks S. Clark
	 	 	NOTARY PUBLIC in and for the
	[SEAL]	 	State of New York
	 	 	 
	My Commission expires:	 	BROOKS S. CLARK
	 	 	Notary Public, State of New York
	June 29, 2017	 	No. 02CL6207305
	 	 	Qualified in New York County
	 	 	Commission Expires June 29, 2017





 






    	 



    	 



    



 


 


EXHIBIT A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C33, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, X-A, X-B, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS
BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


  





 



 





1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-1-1 


     


    

 



 


SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, [THE UNDERWRITERS,] [THE INITIAL
PURCHASERS,] THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 



 


3      Book-Entry
Certificate legend.


 






    A-1-2 


     


    

 


[FOR CLASS X-G, CLASS E, CLASS F AND
CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS
OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 





[FOR REGULAR CERTIFICATES: THIS CERTIFICATE REPRESENTS A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 



    A-1-3 


     


    

 





[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B][CLASS X-D][CLASS X-E][CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE [CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB AND CLASS A-S] CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE [CLASS B AND CLASS
C] CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE [CLASS D] CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE [CLASS E] CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE [CLASS F] CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE [CLASS G] CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-


 






    A-1-4 


     


    

 


F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS X-D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-E, CLASS X-F, CLASS X-G, [CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS X-D, CLASS E AND CLASS F] CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.]


 









    A-1-5 


     


    




 


	
        PASS-THROUGH RATE: [____]% per annum] [FOR CLASS X-A,
        X-B, X-D, X-E, X-F, X-G OR B: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MARCH 31, 2016

         

        FIRST DISTRIBUTION DATE: APRIL 15, 2016

         

        APPROXIMATE AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	
        GENERAL MASTER SERVICER:
WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER:
NATIONAL COOPERATIVE BANK, N.A.

         

        GENERAL SPECIAL
SERVICER: RIALTO CAPITAL ADVISORS, LLC

          

        NCB SPECIAL SERVICER:
NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: WILMINGTON
TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [_] - ______ 



 






    A-1-6 


     


    

 





CLASS [__]
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2016
(the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 






    A-1-7 


     


    

 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).]
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F and G: principal and] interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. [FOR [CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, X-A AND X-B] CERTIFICATES: Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1,
A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F and G: Principal and interest] allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and


 






    A-1-8 


     


    

 


Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 






    A-1-9 


     


    

 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F and G:
10,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such
Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any agent of any of them, shall
be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 






    A-1-10 


     


    

 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and


  






    A-1-11 


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 






    A-1-12 


     


    

 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of


 






    A-1-13 


     


    

 


priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


  


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than
the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-1-14 


     


    




 





 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





Dated:
March 31, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-15 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________
	TEN
        ENT

JT TEN	-

-	as tenants by the entireties

as joint tenants with rights of 	Custodian

(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.








	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-16 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-17 


     


    







 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C33, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE
MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR


 






    A-2-1


     


    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT


 






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(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.]


 






    A-2-3


     


    




 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2016

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: MARCH 31, 2016

        FIRST DISTRIBUTION DATE: APRIL
        15, 2016

        CLASS R PERCENTAGE INTEREST: [100%]
	 	
        GENERAL MASTER SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

        NCB MASTER SERVICER: NATIONAL COOPERATIVE BANK, N.A.

        GENERAL SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING Advisor:
         PARK BRIDGE LENDER SERVICES LLC

        ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES
        LLC

        CUSIP NO.: [            ]

        ISIN NO.: [            ]

        CERTIFICATE NO.: R-____

















 






    A-2-4


     


    

 





CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), among
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1)


 






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and 860D of the Internal Revenue Code of 1986 (the “Code”), as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment
of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d),
and the Certificate Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact and agent for any such
Person that is the “tax matters person” and (ii) as the “partnership representative” for each Trust REMIC
within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMIC).


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be paid
to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 






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Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions
of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a
Transferee


 






    A-2-7


     


    

 


Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any agent of any of them, shall
be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






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(iii)       
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as


 






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any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






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The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the


 






    A-2-11


     


    

 


imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the


 






    A-2-12


     


    

 


statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






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IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS  R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-14


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________
	TEN
        ENT

JT TEN	-

-	as tenants by the entireties

as joint tenants with rights of 	Custodian

(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.








	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-15


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-16


     


    

 








EXHIBIT A-3


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C33, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE
MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    A-3-1


     


    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.





 






    A-3-2


     


    

 


 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MARCH 31, 2016

         

        FIRST DISTRIBUTION DATE: APRIL 15, 2016

         

        CLASS V PERCENTAGE INTEREST: [100%]

         
	 	
        GENERAL MASTER SERVICER:
WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER:
NATIONAL COOPERATIVE BANK, N.A.

         

        GENERAL SPECIAL
SERVICER: RIALTO CAPITAL ADVISORS, LLC

          

        NCB SPECIAL SERVICER:
NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: WILMINGTON
TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER: 

PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: V-____

         



 



    A-3-3


     


    




 





CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


Wells
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), among
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution


 






    A-3-4


     


    

 


Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be paid
to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to


 






    A-3-5


     


    

 


receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any agent of any of them, shall
be affected by any notice to the contrary.


 






    A-3-6


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
 to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or


 






    A-3-7


     


    

 


supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement


 






    A-3-8


     


    

 


and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related


 






    A-3-9


     


    

 


to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-3-10


     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-11


     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		March 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-12


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________
	TEN
        ENT

JT TEN	-

-	as tenants by the entireties

as joint tenants with rights of 	Custodian

(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.








	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-14


     


    

 







 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    	B-1



    	 



    

 







	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	County	 	General
    Property Type	 	Number
    of Units	 	Unit
    of Measure
	1	 	LCF	 	Sanofi
    Office Complex	 	55
    Corporate Drive	 	Bridgewater	 	NJ	 	8807	 	Somerset	 	Office	 	674,325	 	Sq.
    Ft.
	2	 	WFB	 	WPC
    Self Storage IX	 	Various	 	Various	 	Various	 	Various	 	Various	 	Self
    Storage	 	938,219	 	Sq.
    Ft.
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	1678
    South 8th Street	 	Fernandina
    Beach	 	FL	 	32034	 	Nassau	 	Self
    Storage	 	141,423	 	Sq.
    Ft.
	2.02	 	WFB	 	Extra
    Space - Portland	 	11318
    Southwest Barbur Boulevard	 	Portland	 	OR	 	97219	 	Multnomah	 	Self
    Storage	 	37,716	 	Sq.
    Ft.
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	1900
    East Bessemer Avenue	 	Greensboro	 	NC	 	27405	 	Guilford	 	Self
    Storage	 	119,041	 	Sq.
    Ft.
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	1500
    Lomaland Drive	 	El
    Paso	 	TX	 	79935	 	El
    Paso	 	Self
    Storage	 	60,115	 	Sq.
    Ft.
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	5201
    North Mesa Street	 	El
    Paso	 	TX	 	79912	 	El
    Paso	 	Self
    Storage	 	67,135	 	Sq.
    Ft.
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	301
    North Clark Drive	 	El
    Paso	 	TX	 	79905	 	El
    Paso	 	Self
    Storage	 	97,113	 	Sq.
    Ft.
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	9447
    Diana Drive	 	El
    Paso	 	TX	 	79924	 	El
    Paso	 	Self
    Storage	 	71,302	 	Sq.
    Ft.
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	1004
    North Hoagland Boulevard	 	Kissimmee	 	FL	 	34741	 	Osceola	 	Self
    Storage	 	74,581	 	Sq.
    Ft.
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	3701
    Highway 90	 	Avondale	 	LA	 	70094	 	Jefferson	 	Self
    Storage	 	59,414	 	Sq.
    Ft.
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	10220
    Beechnut Street	 	Houston	 	TX	 	77072	 	Harris	 	Self
    Storage	 	64,595	 	Sq.
    Ft.
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	350
    West Rankin Road	 	Houston	 	TX	 	77090	 	Harris	 	Self
    Storage	 	59,900	 	Sq.
    Ft.
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	10642
    Montana Avenue	 	El
    Paso	 	TX	 	79935	 	El
    Paso	 	Self
    Storage	 	49,057	 	Sq.
    Ft.
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	11565
    James Watt Drive	 	El
    Paso	 	TX	 	79936	 	El
    Paso	 	Self
    Storage	 	36,827	 	Sq.
    Ft.
	3	 	WFB	 	225
    Liberty Street	 	225
    Liberty Street	 	New
    York	 	NY	 	10281	 	New
    York	 	Office	 	2,427,515	 	Sq.
    Ft.
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	1000
    Stewart Avenue & 500 Endo Boulevard	 	Garden
    City	 	NY	 	11530	 	Nassau	 	Office	 	187,118	 	Sq.
    Ft.
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	16500
    Southcenter Parkway	 	Seattle	 	WA	 	98188	 	King	 	Hospitality	 	219	 	Rooms
	6	 	LCF	 	Independence
    Marketplace	 	23005-23233
    Outer Drive	 	Allen
    Park	 	MI	 	48101	 	Wayne	 	Retail	 	178,308	 	Sq.
    Ft.
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	8010
    and 8020 Arco Corporate Drive	 	Raleigh	 	NC	 	27617	 	Wake	 	Office	 	180,955	 	Sq.
    Ft.
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Self
    Storage	 	292,460	 	Sq.
    Ft.
	8.01	 	RMF	 	Somersworth	 	115
    Whitehouse Road	 	Somersworth	 	NH	 	3878	 	Strafford	 	Self
    Storage	 	100,450	 	Sq.
    Ft.
	8.02	 	RMF	 	York	 	326
    US Route 1; 12 Brickyard Court; 38 Brickyard Court	 	York	 	ME	 	3909	 	York	 	Self
    Storage	 	59,110	 	Sq.
    Ft.
	8.03	 	RMF	 	Arundel	 	1448
    Portland Road	 	Arundel	 	ME	 	4046	 	York	 	Self
    Storage	 	58,900	 	Sq.
    Ft.
	8.04	 	RMF	 	Berwick	 	560
    Portland Street	 	Berwick	 	ME	 	3901	 	York	 	Self
    Storage	 	74,000	 	Sq.
    Ft.
	9	 	WFB	 	Parkview
    at Spring Street	 	1300
    Spring Street	 	Silver
    Spring	 	MD	 	20910	 	Montgomery	 	Office	 	100,895	 	Sq.
    Ft.
	10	 	LCF	 	Omni
    Officentre	 	26877
    & 26899 Northwestern Highway	 	Southfield	 	MI	 	48033	 	Oakland	 	Office	 	294,090	 	Sq.
    Ft.
	11	 	RMF	 	Desert
    Star Apartments	 	1106
    West Bell Road	 	Phoenix	 	AZ	 	85023	 	Maricopa	 	Multifamily	 	437	 	Units
	12	 	WFB	 	116
    Inverness	 	116
    Inverness Drive East	 	Englewood	 	CO	 	80112	 	Arapahoe	 	Office	 	214,478	 	Sq.
    Ft.
	13	 	RMF	 	The
    Vineyard at Arlington 	 	2007
    Springcrest Drive	 	Arlington	 	TX	 	76010	 	Tarrant	 	Multifamily	 	396	 	Units
	14	 	RMF	 	Auburn
    Glen Apartments	 	8024
    Southside Boulevard	 	Jacksonville	 	FL	 	32256	 	Duval	 	Multifamily	 	250	 	Units
	15	 	LCF	 	Beachside
    Resort	 	21905
    Front Beach Road	 	Panama
    City Beach	 	FL	 	32413	 	Bay	 	Hospitality	 	147	 	Rooms
	16	 	Natixis	 	McHenry
    East Center	 	1728
    North Richmond Road	 	McHenry	 	IL	 	60051	 	Mchenry	 	Retail	 	91,227	 	Sq.
    Ft.
	17	 	LCF	 	Eagle
    Chase Apartments	 	4401
    Eagle Creek Parkway	 	Indianapolis	 	IN	 	46254	 	Marion	 	Multifamily	 	156	 	Units
	18	 	RMF	 	Dolphin
    Residence Hall	 	Alumni
    Drive	 	Jacksonville	 	FL	 	32211	 	Duval	 	Multifamily	 	277	 	Beds
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	Various	 	Various	 	AL	 	Various	 	Various	 	Retail	 	96,735	 	Sq.
    Ft.
	19.01	 	LCF	 	Athens
    Shoppes	 	935
    Highway 72 East	 	Athens	 	AL	 	35611	 	Limestone	 	Retail	 	31,925	 	Sq.
    Ft.
	19.02	 	LCF	 	French
    Farms 1	 	229
    French Farms Boulevard	 	Athens	 	AL	 	35611	 	Limestone	 	Retail	 	30,000	 	Sq.
    Ft.
	19.03	 	LCF	 	Hartselle
    Shoppes	 	1091
    US Highway 31 Northwest	 	Hartselle	 	AL	 	35640	 	Morgan	 	Retail	 	17,560	 	Sq.
    Ft.
	19.04	 	LCF	 	Eastside
    2	 	22041
    Highway 72 East	 	Athens	 	AL	 	35613	 	Limestone	 	Retail	 	7,500	 	Sq.
    Ft.
	19.05	 	LCF	 	French
    Farms 2	 	220
    French Farms Boulevard	 	Athens	 	AL	 	35611	 	Limestone	 	Retail	 	9,750	 	Sq.
    Ft.
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	707
    Route 46 East	 	Parsippany	 	NJ	 	7054	 	Morris	 	Hospitality	 	184	 	Rooms
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	Various	 	Amarillo	 	TX	 	79124	 	Potter	 	Hospitality	 	151	 	Rooms
	21.01	 	RMF	 	Country
    Inn & Suites	 	2000
    Soncy Road	 	Amarillo	 	TX	 	79124	 	Potter	 	Hospitality	 	80	 	Rooms
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	2300
    Soncy Road	 	Amarillo	 	TX	 	79124	 	Potter	 	Hospitality	 	71	 	Rooms
	22	 	WFB	 	Rk
    Park Lakes	 	Various	 	Humble	 	TX	 	77396	 	Harris	 	Retail	 	46,535	 	Sq.
    Ft.
	22.01	 	WFB	 	Buildings
    B & C	 	9455,
    9511, 9655, 9659 North Sam Houston Parkway East & 4830 Wilson Road	 	Humble	 	TX	 	77396	 	Harris	 	Retail	 	39,129	 	Sq.
    Ft.
	22.02	 	WFB	 	Building
    D	 	9635
    North Sam Houston Parkway East	 	Humble	 	TX	 	77396	 	Harris	 	Retail	 	7,406	 	Sq.
    Ft.
	23	 	RMF	 	Plaza
    De Oro	 	4450
    West Jefferson Boulevard	 	Cockrell
    Hill	 	TX	 	75211	 	Dallas	 	Retail	 	93,941	 	Sq.
    Ft.
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	270
    Walmart Way	 	Dahlonega	 	GA	 	30533	 	Lumpkin	 	Retail	 	144,298	 	Sq.
    Ft.
	25	 	LCF	 	River
    Ridge I & II	 	45000
    River Ridge and 19176 Hall Road	 	Clinton
    Township	 	MI	 	48308	 	Macomb	 	Office	 	105,443	 	Sq.
    Ft.
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	Various	 	Various	 	VA	 	Various	 	Various	 	Self
    Storage	 	146,269	 	Sq.
    Ft.
	26.01	 	RMF	 	Williamsburg	 	5393
    Mooretown Road	 	Williamsburg	 	VA	 	23188	 	James
    City	 	Self
    Storage	 	50,865	 	Sq.
    Ft.
	26.02	 	RMF	 	Newport
    News	 	5868
    Jefferson Avenue	 	Newport
    News	 	VA	 	23605	 	Newport
    News City	 	Self
    Storage	 	43,167	 	Sq.
    Ft.
	26.03	 	RMF	 	Churchland	 	4815
    Station House Road	 	Chesapeake	 	VA	 	23321	 	City
    of Chesapeake	 	Self
    Storage	 	52,237	 	Sq.
    Ft.
	27	 	CIIICM	 	Outland
    Business Center	 	Outland
    Center Drive	 	Memphis	 	TN	 	38116	 	Shelby	 	Industrial	 	407,537	 	Sq.
    Ft.
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	1301
    Delaware Avenue, S.W.	 	Washington	 	DC	 	20024	 	District
    of Columbia	 	Multifamily	 	502	 	Units
	29	 	WFB	 	The
    Grupe Building	 	3255
    West March Lane	 	Stockton	 	CA	 	95219	 	San
    Joaquin	 	Office	 	65,224	 	Sq.
    Ft.
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	1561
    Halifax Drive	 	Columbia	 	TN	 	38401	 	Maury	 	Hospitality	 	73	 	Rooms
	31	 	LCF	 	Northwest
    Plaza	 	1828-2038
    North Saginaw Road	 	Midland	 	MI	 	48640	 	Midland	 	Retail	 	131,284	 	Sq.
    Ft.
	32	 	WFB	 	Cherry
    Hill Court	 	180-520
    South Lilley Road	 	Canton	 	MI	 	48188	 	Wayne	 	Retail	 	69,812	 	Sq.
    Ft.
	33	 	CIIICM	 	Ramp
    Creek MHC	 	1100
    Thornwood Drive	 	Heath	 	OH	 	43056	 	Licking	 	Manufactured
    Housing Community	 	303	 	Pads
	34	 	LCF	 	Publix
    South Park Center	 	2040-2048
    Martin Street South	 	Pell
    City	 	AL	 	35128	 	St.
    Clair	 	Retail	 	55,400	 	Sq.
    Ft.
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	1565
    Crossway Boulevard	 	Chesapeake	 	VA	 	23320	 	Chesapeake
    City	 	Hospitality	 	92	 	Rooms
	36	 	WFB	 	Edgewood
    Plaza	 	2204-2250
    Hanson Road and 701 Edgewood Road	 	Edgewood	 	MD	 	21040	 	Harford	 	Retail	 	74,186	 	Sq.
    Ft.
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	3402
    South Buckner Boulevard	 	Dallas	 	TX	 	75227	 	Dallas	 	Multifamily	 	272	 	Units
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Self
    Storage	 	87,560	 	Sq.
    Ft.
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	6959
    North Waterway Drive	 	Miami	 	FL	 	33155	 	Miami-Dade	 	Self
    Storage	 	58,560	 	Sq.
    Ft.
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	1640
    Union Center Maine Highway (Route 26)	 	Endicott	 	NY	 	13760	 	Broome	 	Self
    Storage	 	29,000	 	Sq.
    Ft.
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	Various	 	Irving	 	TX	 	75061	 	Dallas	 	Manufactured
    Housing Community	 	179	 	Pads
	39.01	 	CIIICM	 	Timberstone
    MHP	 	2025
    Carl Road	 	Irving	 	TX	 	75061	 	Dallas	 	Manufactured
    Housing Community	 	89	 	Pads
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	1821
    Maryland Drive	 	Irving	 	TX	 	75061	 	Dallas	 	Manufactured
    Housing Community	 	90	 	Pads
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	4821
    Crossings Court	 	Fredericksburg	 	VA	 	22407	 	Spotsylvania	 	Hospitality	 	88	 	Rooms
	41	 	NCB	 	150
    West 87th Owners Corp.	 	150
    West 87th Street	 	New
    York	 	NY	 	10024	 	New
    York	 	Multifamily	 	39	 	Units
	42	 	WFB	 	CVS
    - San Antonio, TX	 	2920
    East Southcross Boulevard	 	San
    Antonio	 	TX	 	78223	 	Bexar	 	Retail	 	14,726	 	Sq.
    Ft.
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	855
    East Broadway	 	Long
    Beach	 	NY	 	11561	 	Nassau	 	Multifamily	 	62	 	Units


 






    	 	B-2	 



     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	County	 	General
    Property Type	 	Number
    of Units	 	Unit
    of Measure
	44	 	WFB	 	North
    Tech Business Park	 	1326-1340
    North Market Boulevard	 	Sacramento	 	CA	 	95834	 	Sacramento	 	Industrial	 	86,510	 	Sq.
    Ft.
	45	 	LCF	 	Hampton
    Inn Canton	 	133
    Soldiers Colony Road	 	Canton	 	MS	 	39046	 	Madison	 	Hospitality	 	80	 	Rooms
	46	 	WFB	 	Security
    Public Storage - Glendora	 	540
    West Foothill Boulevard	 	Glendora	 	CA	 	91741	 	Los
    Angeles	 	Self
    Storage	 	51,332	 	Sq.
    Ft.
	47	 	WFB	 	Security
    Public Storage - Sparks	 	500
    and 506 El Rancho Drive	 	Sparks	 	NV	 	89431	 	Washoe	 	Self
    Storage	 	90,662	 	Sq.
    Ft.
	48	 	NCB	 	Imperial
    Owners Corp.	 	377
    Westchester Avenue	 	Port
    Chester	 	NY	 	10573	 	Westchester	 	Multifamily	 	92	 	Units
	49	 	RMF	 	Walgreens
    Sheridan	 	1766
    Coffeen Avenue	 	Sheridan	 	WY	 	82801	 	Sheridan	 	Retail	 	14,550	 	Sq.
    Ft.
	50	 	CIIICM	 	Summerville
    MHP	 	1111
    Richard Drive	 	Summerville	 	SC	 	29483	 	Berkeley	 	Manufactured
    Housing Community	 	133	 	Pads
	51	 	LCF	 	Best
    Western Lake Charles	 	1320
    North Martin Luther King Highway	 	Lake
    Charles	 	LA	 	70601	 	Calcasieu	 	Hospitality	 	55	 	Rooms
	52	 	NCB	 	East
    10th St. Owners Corp.	 	13-19
    East 10th Street	 	New
    York	 	NY	 	10003	 	New
    York	 	Multifamily	 	33	 	Units
	53	 	CIIICM	 	Glenwood
    Village MHC	 	1800
    Willow Arms Drive	 	Ashtabula	 	OH	 	04404	 	Ashtabula	 	Manufactured
    Housing Community	 	235	 	Pads
	54	 	CIIICM	 	H&H
    Self Storage	 	2711
    Woodruff Road	 	Simpsonville	 	SC	 	29681	 	Greenville	 	Self
    Storage	 	50,825	 	Sq.
    Ft.
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	3800
    Sherwood Lane	 	Houston	 	TX	 	77092	 	Harris	 	Multifamily	 	126	 	Units
	56	 	NCB	 	601
    79 Owners Corp.	 	601-633
    79th Street	 	Brooklyn	 	NY	 	11209	 	Kings	 	Multifamily	 	113	 	Units
	57	 	WFB	 	Shelby
    Township Center	 	12129-12185
    23 Mile Road	 	Shelby
    Township	 	MI	 	48315	 	Macomb	 	Retail	 	11,701	 	Sq.
    Ft.
	58	 	LCF	 	Smoky
    Hill Plaza	 	16629
    East Smoky Hill Road	 	Aurora	 	CO	 	80015	 	Arapahoe	 	Retail	 	33,854	 	Sq.
    Ft.
	59	 	CIIICM	 	Picture
    Ranch MHP	 	3251
    East Road	 	Clifton	 	CO	 	81520	 	Mesa	 	Manufactured
    Housing Community	 	113	 	Pads
	60	 	RMF	 	Austin
    Manor MHC	 	3583
    Austin Road	 	Geneva	 	OH	 	44041	 	Ashtabula	 	Manufactured
    Housing Community	 	180	 	Pads
	61	 	RMF	 	Jasper
    Center	 	1200
    Highway 78 West	 	Jasper	 	AL	 	35501	 	Walker	 	Retail	 	78,140	 	Sq.
    Ft.
	62	 	RMF	 	Space
    Place - Columbia	 	110
    Newland Road	 	Columbia	 	SC	 	29229	 	Richland	 	Self
    Storage	 	54,800	 	Sq.
    Ft.
	63	 	CIIICM	 	Garden
    Acres MHP	 	2901
    North Westminster Road	 	Nicoma
    Park	 	OK	 	73084	 	Oklahoma	 	Manufactured
    Housing Community	 	120	 	Pads
	64	 	NCB	 	33
    Greene Street Corp.	 	33
    Greene Street a/k/a 33-35 Greene Street a/k/a 80-88 Grand Street	 	New
    York	 	NY	 	10013	 	New
    York	 	Multifamily	 	10	 	Units
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	2401
    Willis Road	 	Richmond	 	VA	 	23237	 	New
    York	 	Hospitality	 	50	 	Rooms
	66	 	CIIICM	 	Quality
    Pines MHC	 	75
    Brown Road	 	Plattsburgh	 	NY	 	12901	 	Clinton	 	Manufactured
    Housing Community	 	97	 	Pads
	67	 	WFB	 	Kroger
    Shops	 	4701
    Shore Drive	 	Virginia
    Beach	 	VA	 	23455	 	Virginia
    Beach City	 	Retail	 	13,440	 	Sq.
    Ft.
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	708
    Greenwich Street	 	New
    York	 	NY	 	10014	 	New
    York	 	Multifamily	 	33	 	Units
	69	 	NCB	 	Willow
    House Owners Corp.	 	61
    Maine Avenue	 	Rockville
    Centre	 	NY	 	11570	 	Nassau	 	Multifamily	 	72	 	Units
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	934
    South Tyndall Parkway	 	Parker	 	FL	 	32404	 	Bay	 	Self
    Storage	 	72,782	 	Sq.
    Ft.
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	360
    Stewart Avenue & 223 7th Street	 	Garden
    City	 	NY	 	11530	 	Nassau	 	Multifamily	 	38	 	Units
	72	 	NCB	 	11194
    Owners Corp.	 	111
    West 94th Street	 	New
    York	 	NY	 	10025	 	New
    York	 	Multifamily	 	47	 	Units
	73	 	RMF	 	Walgreens
    Avondale	 	1451
    North Dysart Road	 	Avondale	 	AZ	 	85323	 	Maricopa	 	Retail	 	15,120	 	Sq.
    Ft.
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	1365
    Monroe Drive	 	Atlanta	 	GA	 	30324	 	Fulton	 	Multifamily	 	54	 	Units
	75	 	NCB	 	River
    Road Apartment Corp.	 	475
    Bronx River Road	 	Yonkers	 	NY	 	10704	 	Westchester	 	Multifamily	 	59	 	Units
	76	 	LCF	 	Family
    Dollar- Albion	 	100
    East State Street	 	Albion	 	PA	 	16401	 	Erie	 	Retail	 	8,184	 	Sq.
    Ft.
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	544
    North Main Street	 	Rural
    Retreat	 	VA	 	24368	 	Wythe	 	Retail	 	8,305	 	Sq.
    Ft.
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	19160
    US Highway 43	 	Mount
    Vernon	 	AL	 	36560	 	Mobile	 	Retail	 	8,323	 	Sq.
    Ft.
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	44-48
    West 12th Street	 	New
    York	 	NY	 	10011	 	New
    York	 	Multifamily	 	16	 	Units


 






    	 	B-3	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Original
    Principal Balance ($)	 	Cut-off
    Date Principal Balance ($)	 	Loan
    Amortization Type	 	Monthly
    P&I Payment ($)	 	Interest
    Accrual Basis	 	Mortgage
    Rate	 	Administrative
    Cost Rate	 	Net
    Mortgage Rate	 	Due
    Date	 	Stated
    Maturity Date or Anticipated Repayment Date
	1	 	LCF	 	Sanofi
    Office Complex	 	65,000,000.00	 	65,000,000.00	 	Interest-only,
    ARD	 	279,702.37
    	 	Actual/360	 	5.093000%	 	0.020600%	 	5.072400%	 	6	 	1/6/2021
	2	 	WFB	 	WPC
    Self Storage IX	 	49,000,000.00	 	49,000,000.00	 	Interest-only,
    Balloon	 	202,034.26
    	 	Actual/360	 	4.880000%	 	0.017500%	 	4.862500%	 	11	 	2/11/2026
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	7,288,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	6,365,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	4,047,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	3,728,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	3,714,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	3,638,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	3,621,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	3,457,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	3,431,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	2,965,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	2,765,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	2,549,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	1,432,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	40,500,000.00	 	40,500,000.00	 	Interest-only,
    Balloon	 	159,356.72
    	 	Actual/360	 	4.657000%	 	0.014700%	 	4.642300%	 	6	 	2/6/2026
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	37,000,000.00	 	37,000,000.00	 	Amortizing
    Balloon	 	203,857.27
    	 	Actual/360	 	5.230000%	 	0.017500%	 	5.212500%	 	9	 	3/9/2026
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	28,500,000.00	 	28,437,373.80	 	Amortizing
    Balloon	 	161,641.10
    	 	Actual/360	 	5.490000%	 	0.017500%	 	5.472500%	 	1	 	1/1/2026
	6	 	LCF	 	Independence
    Marketplace	 	27,000,000.00	 	26,896,773.39	 	Amortizing
    Balloon	 	137,142.14
    	 	Actual/360	 	4.521000%	 	0.017500%	 	4.503500%	 	6	 	12/6/2025
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	23,000,000.00	 	22,919,343.98	 	Amortizing
    Balloon	 	122,907.32
    	 	Actual/360	 	4.960000%	 	0.045000%	 	4.915000%	 	11	 	12/11/2025
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	20,980,000.00	 	20,980,000.00	 	Interest-only,
    Amortizing Balloon	 	112,625.18
    	 	Actual/360	 	5.000000%	 	0.017500%	 	4.982500%	 	6	 	2/6/2026
	8.01	 	RMF	 	Somersworth	 	6,550,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	5,350,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	4,700,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	4,380,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	17,750,000.00	 	17,750,000.00	 	Interest-only,
    Amortizing Balloon	 	93,772.92
    	 	Actual/360	 	4.860000%	 	0.017500%	 	4.842500%	 	11	 	1/11/2026
	10	 	LCF	 	Omni
    Officentre	 	15,500,000.00	 	15,500,000.00	 	Interest-only,
    Amortizing Balloon	 	80,874.02
    	 	Actual/360	 	4.752000%	 	0.065000%	 	4.687000%	 	6	 	1/6/2026
	11	 	RMF	 	Desert
    Star Apartments	 	14,500,000.00	 	14,500,000.00	 	Interest-only,
    Amortizing Balloon	 	79,621.08
    	 	Actual/360	 	5.200000%	 	0.017500%	 	5.182500%	 	6	 	2/6/2026
	12	 	WFB	 	116
    Inverness	 	14,000,000.00	 	14,000,000.00	 	Interest-only,
    Balloon	 	54,175.46
    	 	Actual/360	 	4.580000%	 	0.017500%	 	4.562500%	 	11	 	2/11/2026
	13	 	RMF	 	The
    Vineyard at Arlington 	 	13,750,000.00	 	13,750,000.00	 	Interest-only,
    Amortizing Balloon	 	74,824.66
    	 	Actual/360	 	5.120000%	 	0.017500%	 	5.102500%	 	6	 	2/6/2026
	14	 	RMF	 	Auburn
    Glen Apartments	 	13,500,000.00	 	13,500,000.00	 	Interest-only,
    Amortizing Balloon	 	73,879.98
    	 	Actual/360	 	5.170000%	 	0.017500%	 	5.152500%	 	6	 	2/6/2026
	15	 	LCF	 	Beachside
    Resort	 	13,100,000.00	 	13,027,345.46	 	Amortizing
    Balloon	 	71,933.53
    	 	Actual/360	 	5.200000%	 	0.017500%	 	5.182500%	 	1	 	10/1/2025
	16	 	Natixis	 	McHenry
    East Center	 	12,650,000.00	 	12,650,000.00	 	Interest-only,
    Amortizing Balloon	 	69,072.32
    	 	Actual/360	 	5.150000%	 	0.017500%	 	5.132500%	 	5	 	3/5/2026
	17	 	LCF	 	Eagle
    Chase Apartments	 	12,500,000.00	 	12,500,000.00	 	Interest-only,
    Amortizing Balloon	 	66,607.02
    	 	Actual/360	 	4.935000%	 	0.017500%	 	4.917500%	 	6	 	12/6/2025
	18	 	RMF	 	Dolphin
    Residence Hall	 	12,075,000.00	 	12,075,000.00	 	Interest-only,
    Amortizing Balloon	 	63,514.01
    	 	Actual/360	 	4.822000%	 	0.017500%	 	4.804500%	 	6	 	2/6/2026
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	11,750,000.00	 	11,750,000.00	 	Amortizing
    Balloon	 	63,681.13
    	 	Actual/360	 	5.084000%	 	0.065000%	 	5.019000%	 	6	 	3/6/2026
	19.01	 	LCF	 	Athens
    Shoppes	 	3,629,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	3,629,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	1,723,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	1,448,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	1,321,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	11,150,000.00	 	11,150,000.00	 	Amortizing
    Balloon	 	65,351.98
    	 	Actual/360	 	5.790000%	 	0.017500%	 	5.772500%	 	6	 	3/6/2026
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	11,000,000.00	 	11,000,000.00	 	Amortizing
    Balloon	 	60,742.41
    	 	Actual/360	 	5.250000%	 	0.017500%	 	5.232500%	 	6	 	3/6/2026
	21.01	 	RMF	 	Country
    Inn & Suites	 	6,050,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	4,950,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	10,750,000.00	 	10,750,000.00	 	Interest-only,
    Amortizing Balloon	 	59,029.42
    	 	Actual/360	 	5.200000%	 	0.017500%	 	5.182500%	 	11	 	3/11/2026
	22.01	 	WFB	 	Buildings
    B & C	 	9,494,900.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	1,255,100.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	9,825,000.00	 	9,825,000.00	 	Interest-only,
    Amortizing Balloon	 	55,908.62
    	 	Actual/360	 	5.520000%	 	0.017500%	 	5.502500%	 	6	 	2/6/2026
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	9,650,000.00	 	9,650,000.00	 	Interest-only,
    Amortizing Balloon	 	52,513.31
    	 	Actual/360	 	5.120000%	 	0.017500%	 	5.102500%	 	6	 	2/6/2026
	25	 	LCF	 	River
    Ridge I & II	 	9,600,000.00	 	9,576,846.46	 	Amortizing
    Balloon	 	51,476.22
    	 	Actual/360	 	4.990000%	 	0.065000%	 	4.925000%	 	6	 	1/6/2026
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	9,310,000.00	 	9,310,000.00	 	Interest-only,
    Amortizing Balloon	 	49,750.75
    	 	Actual/360	 	4.960000%	 	0.017500%	 	4.942500%	 	6	 	2/6/2021
	26.01	 	RMF	 	Williamsburg	 	3,680,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	2,930,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	2,700,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	9,250,000.00	 	9,250,000.00	 	Interest-only,
    Amortizing Balloon	 	50,735.63
    	 	Actual/360	 	5.190000%	 	0.017500%	 	5.172500%	 	1	 	3/1/2026
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	8,600,000.00	 	8,600,000.00	 	Amortizing
    Balloon	 	64,218.20
    	 	Actual/360	 	4.140000%	 	0.092500%	 	4.047500%	 	1	 	3/1/2026
	29	 	WFB	 	The
    Grupe Building	 	8,600,000.00	 	8,600,000.00	 	Interest-only,
    Balloon	 	35,604.40
    	 	Actual/360	 	4.900000%	 	0.017500%	 	4.882500%	 	11	 	2/11/2026
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	8,100,000.00	 	8,100,000.00	 	Interest-only,
    Amortizing Balloon	 	52,734.42
    	 	Actual/360	 	6.110000%	 	0.017500%	 	6.092500%	 	5	 	4/5/2026
	31	 	LCF	 	Northwest
    Plaza	 	7,750,000.00	 	7,750,000.00	 	Interest-only,
    Amortizing Balloon	 	40,896.12
    	 	Actual/360	 	4.850000%	 	0.065000%	 	4.785000%	 	6	 	12/6/2025
	32	 	WFB	 	Cherry
    Hill Court	 	7,500,000.00	 	7,489,873.50	 	Amortizing
    Balloon	 	40,032.75
    	 	Actual/360	 	4.950000%	 	0.017500%	 	4.932500%	 	11	 	2/11/2026
	33	 	CIIICM	 	Ramp
    Creek MHC	 	7,155,000.00	 	7,155,000.00	 	Amortizing
    Balloon	 	41,754.64
    	 	Actual/360	 	5.750000%	 	0.017500%	 	5.732500%	 	5	 	3/5/2026
	34	 	LCF	 	Publix
    South Park Center	 	6,747,000.00	 	6,730,820.29	 	Amortizing
    Balloon	 	36,306.00
    	 	Actual/360	 	5.021000%	 	0.017500%	 	5.003500%	 	6	 	1/6/2026
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	6,650,000.00	 	6,639,060.08	 	Amortizing
    Balloon	 	42,117.34
    	 	Actual/360	 	5.820000%	 	0.017500%	 	5.802500%	 	6	 	2/6/2026
	36	 	WFB	 	Edgewood
    Plaza	 	6,300,000.00	 	6,300,000.00	 	Interest-only,
    Amortizing Balloon	 	32,326.72
    	 	Actual/360	 	4.608000%	 	0.017500%	 	4.590500%	 	1	 	8/1/2025
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	6,200,000.00	 	6,191,628.76	 	Amortizing
    Balloon	 	33,093.74
    	 	Actual/360	 	4.950000%	 	0.017500%	 	4.932500%	 	6	 	2/6/2026
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	5,750,000.00	 	5,750,000.00	 	Interest-only,
    Amortizing Balloon	 	32,180.43
    	 	Actual/360	 	5.370000%	 	0.017500%	 	5.352500%	 	1	 	3/1/2026
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	3,905,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	1,845,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	5,600,000.00	 	5,600,000.00	 	Amortizing
    Balloon	 	32,680.08
    	 	Actual/360	 	5.750000%	 	0.017500%	 	5.732500%	 	1	 	3/1/2026
	39.01	 	CIIICM	 	Timberstone
    MHP	 	2,831,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	2,769,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	5,100,000.00	 	5,100,000.00	 	Amortizing
    Balloon	 	32,765.91
    	 	Actual/360	 	5.970000%	 	0.017500%	 	5.952500%	 	6	 	3/6/2026
	41	 	NCB	 	150
    West 87th Owners Corp.	 	5,000,000.00	 	5,000,000.00	 	Interest-only,
    Balloon	 	17,151.62
    	 	Actual/360	 	4.060000%	 	0.092500%	 	3.967500%	 	1	 	3/1/2026
	42	 	WFB	 	CVS
    - San Antonio, TX	 	4,600,000.00	 	4,600,000.00	 	Interest-only,
    Balloon	 	18,655.56
    	 	Actual/360	 	4.800000%	 	0.017500%	 	4.782500%	 	11	 	1/11/2026
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	4,500,000.00	 	4,500,000.00	 	Interest-only,
    Balloon	 	15,512.50
    	 	Actual/360	 	4.080000%	 	0.092500%	 	3.987500%	 	1	 	2/1/2026


 






    	 	B-4	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Original
    Principal Balance ($)	 	Cut-off
    Date Principal Balance ($)	 	Loan
    Amortization Type	 	Monthly
    P&I Payment ($)	 	Interest
    Accrual Basis	 	Mortgage
    Rate	 	Administrative
    Cost Rate	 	Net
    Mortgage Rate	 	Due
    Date	 	Stated
    Maturity Date or Anticipated Repayment Date
	44	 	WFB	 	North
    Tech Business Park	 	4,200,000.00	 	4,200,000.00	 	Interest-only,
    Amortizing Balloon	 	21,959.85
    	 	Actual/360	 	4.770000%	 	0.017500%	 	4.752500%	 	11	 	12/11/2025
	45	 	LCF	 	Hampton
    Inn Canton	 	4,000,000.00	 	3,981,097.09	 	Amortizing
    Balloon	 	23,969.91
    	 	Actual/360	 	5.250000%	 	0.017500%	 	5.232500%	 	6	 	12/6/2025
	46	 	WFB	 	Security
    Public Storage - Glendora	 	3,975,000.00	 	3,964,943.93	 	Amortizing
    Balloon	 	20,687.59
    	 	Actual/360	 	4.730000%	 	0.017500%	 	4.712500%	 	1	 	1/1/2026
	47	 	WFB	 	Security
    Public Storage - Sparks	 	3,800,000.00	 	3,790,386.65	 	Amortizing
    Balloon	 	19,776.82
    	 	Actual/360	 	4.730000%	 	0.017500%	 	4.712500%	 	1	 	1/1/2026
	48	 	NCB	 	Imperial
    Owners Corp.	 	3,500,000.00	 	3,496,681.88	 	Amortizing
    Balloon	 	14,736.87
    	 	Actual/360	 	4.050000%	 	0.092500%	 	3.957500%	 	1	 	2/1/2026
	49	 	RMF	 	Walgreens
    Sheridan	 	3,375,000.00	 	3,375,000.00	 	Interest-only,
    Amortizing Balloon	 	18,636.87
    	 	Actual/360	 	5.250000%	 	0.017500%	 	5.232500%	 	6	 	3/6/2026
	50	 	CIIICM	 	Summerville
    MHP	 	3,375,000.00	 	3,375,000.00	 	Amortizing
    Balloon	 	18,846.46
    	 	Actual/360	 	5.350000%	 	0.017500%	 	5.332500%	 	5	 	3/5/2026
	51	 	LCF	 	Best
    Western Lake Charles	 	3,200,000.00	 	3,184,998.56	 	Amortizing
    Balloon	 	19,270.44
    	 	Actual/360	 	5.300000%	 	0.017500%	 	5.282500%	 	6	 	12/6/2025
	52	 	NCB	 	East
    10th St. Owners Corp.	 	3,000,000.00	 	3,000,000.00	 	Interest-only,
    Balloon	 	10,443.06
    	 	Actual/360	 	4.120000%	 	0.092500%	 	4.027500%	 	1	 	2/1/2026
	53	 	CIIICM	 	Glenwood
    Village MHC	 	3,000,000.00	 	3,000,000.00	 	Amortizing
    Balloon	 	17,890.19
    	 	Actual/360	 	5.950000%	 	0.017500%	 	5.932500%	 	1	 	3/1/2021
	54	 	CIIICM	 	H&H
    Self Storage	 	3,000,000.00	 	2,996,165.76	 	Amortizing
    Balloon	 	16,715.07
    	 	Actual/360	 	5.330000%	 	0.017500%	 	5.312500%	 	1	 	2/1/2021
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	3,000,000.00	 	2,996,104.59	 	Amortizing
    Balloon	 	16,510.41
    	 	Actual/360	 	5.220000%	 	0.017500%	 	5.202500%	 	5	 	2/5/2021
	56	 	NCB	 	601
    79 Owners Corp.	 	3,000,000.00	 	2,995,288.89	 	Amortizing
    Balloon	 	14,184.44
    	 	Actual/360	 	3.920000%	 	0.092500%	 	3.827500%	 	1	 	2/1/2026
	57	 	WFB	 	Shelby
    Township Center	 	3,000,000.00	 	2,992,657.04	 	Amortizing
    Balloon	 	15,940.04
    	 	Actual/360	 	4.910000%	 	0.017500%	 	4.892500%	 	11	 	1/11/2026
	58	 	LCF	 	Smoky
    Hill Plaza	 	2,870,000.00	 	2,866,316.07	 	Amortizing
    Balloon	 	15,937.24
    	 	Actual/360	 	5.300000%	 	0.017500%	 	5.282500%	 	6	 	2/6/2026
	59	 	CIIICM	 	Picture
    Ranch MHP	 	2,600,000.00	 	2,600,000.00	 	Interest-only,
    Amortizing Balloon	 	14,325.11
    	 	Actual/360	 	5.230000%	 	0.017500%	 	5.212500%	 	5	 	2/5/2026
	60	 	RMF	 	Austin
    Manor MHC	 	2,500,000.00	 	2,500,000.00	 	Amortizing
    Balloon	 	15,382.06
    	 	Actual/360	 	5.520000%	 	0.095000%	 	5.425000%	 	6	 	3/6/2026
	61	 	RMF	 	Jasper
    Center	 	2,500,000.00	 	2,500,000.00	 	Amortizing
    Balloon	 	14,007.07
    	 	Actual/360	 	5.380000%	 	0.017500%	 	5.362500%	 	6	 	3/6/2026
	62	 	RMF	 	Space
    Place - Columbia	 	2,345,000.00	 	2,345,000.00	 	Interest-only,
    Amortizing Balloon	 	12,660.22
    	 	Actual/360	 	5.050000%	 	0.017500%	 	5.032500%	 	6	 	2/6/2026
	63	 	CIIICM	 	Garden
    Acres MHP	 	2,300,000.00	 	2,300,000.00	 	Interest-only,
    Amortizing Balloon	 	12,714.93
    	 	Actual/360	 	5.260000%	 	0.017500%	 	5.242500%	 	5	 	2/5/2026
	64	 	NCB	 	33
    Greene Street Corp.	 	2,200,000.00	 	2,196,645.66	 	Amortizing
    Balloon	 	10,655.90
    	 	Actual/360	 	4.120000%	 	0.092500%	 	4.027500%	 	1	 	2/1/2026
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	2,150,000.00	 	2,150,000.00	 	Amortizing
    Balloon	 	13,813.08
    	 	Actual/360	 	5.970000%	 	0.017500%	 	5.952500%	 	6	 	3/6/2026
	66	 	CIIICM	 	Quality
    Pines MHC	 	2,100,000.00	 	2,100,000.00	 	Amortizing
    Balloon	 	11,661.40
    	 	Actual/360	 	5.300000%	 	0.017500%	 	5.282500%	 	1	 	3/1/2026
	67	 	WFB	 	Kroger
    Shops	 	1,800,000.00	 	1,797,551.92	 	Amortizing
    Balloon	 	9,553.08
    	 	Actual/360	 	4.900000%	 	0.095000%	 	4.805000%	 	11	 	2/11/2026
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	1,600,000.00	 	1,595,480.28	 	Amortizing
    Balloon	 	7,749.75
    	 	Actual/360	 	4.120000%	 	0.092500%	 	4.027500%	 	1	 	1/1/2026
	69	 	NCB	 	Willow
    House Owners Corp.	 	1,550,000.00	 	1,550,000.00	 	Amortizing
    Balloon	 	7,346.42
    	 	Actual/360	 	3.940000%	 	0.092500%	 	3.847500%	 	1	 	3/1/2026
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	1,525,000.00	 	1,525,000.00	 	Interest-only,
    Amortizing Balloon	 	8,909.18
    	 	Actual/360	 	5.760000%	 	0.017500%	 	5.742500%	 	1	 	4/1/2026
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	1,400,000.00	 	1,400,000.00	 	Amortizing
    Balloon	 	6,635.48
    	 	Actual/360	 	3.940000%	 	0.092500%	 	3.847500%	 	1	 	3/1/2026
	72	 	NCB	 	11194
    Owners Corp.	 	1,400,000.00	 	1,396,045.25	 	Amortizing
    Balloon	 	6,781.03
    	 	Actual/360	 	4.120000%	 	0.092500%	 	4.027500%	 	1	 	1/1/2026
	73	 	RMF	 	Walgreens
    Avondale	 	1,300,000.00	 	1,300,000.00	 	Interest-only,
    Balloon	 	5,140.42
    	 	Actual/360	 	4.680000%	 	0.017500%	 	4.662500%	 	6	 	3/6/2026
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	1,300,000.00	 	1,300,000.00	 	Amortizing
    Balloon	 	9,812.55
    	 	Actual/360	 	4.300000%	 	0.092500%	 	4.207500%	 	1	 	3/1/2026
	75	 	NCB	 	River
    Road Apartment Corp.	 	1,200,000.00	 	1,200,000.00	 	Amortizing
    Balloon	 	5,694.45
    	 	Actual/360	 	3.950000%	 	0.092500%	 	3.857500%	 	1	 	3/1/2026
	76	 	LCF	 	Family
    Dollar- Albion	 	1,085,000.00	 	1,085,000.00	 	Interest-only,
    ARD	 	4,803.64
    	 	Actual/360	 	5.240000%	 	0.017500%	 	5.222500%	 	6	 	2/6/2026
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	1,001,000.00	 	1,001,000.00	 	Interest-only,
    ARD	 	4,533.23
    	 	Actual/360	 	5.360000%	 	0.017500%	 	5.342500%	 	6	 	2/6/2026
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	910,000.00	 	910,000.00	 	Interest-only,
    ARD	 	4,205.70
    	 	Actual/360	 	5.470000%	 	0.017500%	 	5.452500%	 	6	 	2/6/2026
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	900,000.00	 	898,657.75	 	Amortizing
    Balloon	 	4,438.00
    	 	Actual/360	 	4.270000%	 	0.092500%	 	4.177500%	 	1	 	2/1/2026


 






    	 	B-5	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	ARD
    Loan Maturity Date	 	Revised
    Rate	 	Original
    Term to Maturity or ARD (Mos.)	 	Remaining
    Term to Maturity or ARD (Mos.)	 	Amortization
    Term

(Original) (Mos.)	 	Amortization
    Term

(Remaining) (Mos.)
	1	 	LCF	 	Sanofi
    Office Complex	 	7/31/2026	 	The
    sum of 3.5% and the greater of (i) 5.093%; and (ii) the sum of (a) the greater of the 5 year side swap as of the ARD and the
    5 year treasury rate as of the ARD; and (b) 3.5%	 	60	 	58	 	IO	 	IO
	2	 	WFB	 	WPC
    Self Storage IX	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	6	 	LCF	 	Independence
    Marketplace	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	10	 	LCF	 	Omni
    Officentre	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	11	 	RMF	 	Desert
    Star Apartments	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	12	 	WFB	 	116
    Inverness	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	13	 	RMF	 	The
    Vineyard at Arlington 	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	14	 	RMF	 	Auburn
    Glen Apartments	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	15	 	LCF	 	Beachside
    Resort	 	NAP	 	NAP	 	120	 	115	 	360	 	355
	16	 	Natixis	 	McHenry
    East Center	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	17	 	LCF	 	Eagle
    Chase Apartments	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	18	 	RMF	 	Dolphin
    Residence Hall	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	25	 	LCF	 	River
    Ridge I & II	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	NAP	 	NAP	 	60	 	59	 	360	 	360
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	NAP	 	NAP	 	120	 	120	 	180	 	180
	29	 	WFB	 	The
    Grupe Building	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	NAP	 	NAP	 	121	 	121	 	300	 	300
	31	 	LCF	 	Northwest
    Plaza	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	32	 	WFB	 	Cherry
    Hill Court	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	33	 	CIIICM	 	Ramp
    Creek MHC	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	34	 	LCF	 	Publix
    South Park Center	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	NAP	 	NAP	 	120	 	119	 	300	 	299
	36	 	WFB	 	Edgewood
    Plaza	 	NAP	 	NAP	 	120	 	113	 	360	 	360
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	NAP	 	NAP	 	120	 	120	 	300	 	300
	41	 	NCB	 	150
    West 87th Owners Corp.	 	NAP	 	NAP	 	120	 	120	 	IO	 	IO
	42	 	WFB	 	CVS
    - San Antonio, TX	 	NAP	 	NAP	 	120	 	118	 	IO	 	IO
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO


 






    	 	B-6	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	ARD
    Loan Maturity Date	 	Revised
    Rate	 	Original
    Term to Maturity or ARD (Mos.)	 	Remaining
    Term to Maturity or ARD (Mos.)	 	Amortization
    Term

(Original) (Mos.)	 	Amortization
    Term

(Remaining) (Mos.)
	44	 	WFB	 	North
    Tech Business Park	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	45	 	LCF	 	Hampton
    Inn Canton	 	NAP	 	NAP	 	120	 	117	 	300	 	297
	46	 	WFB	 	Security
    Public Storage - Glendora	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	47	 	WFB	 	Security
    Public Storage - Sparks	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	48	 	NCB	 	Imperial
    Owners Corp.	 	NAP	 	NAP	 	120	 	119	 	480	 	479
	49	 	RMF	 	Walgreens
    Sheridan	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	50	 	CIIICM	 	Summerville
    MHP	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	51	 	LCF	 	Best
    Western Lake Charles	 	NAP	 	NAP	 	120	 	117	 	300	 	297
	52	 	NCB	 	East
    10th St. Owners Corp.	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	53	 	CIIICM	 	Glenwood
    Village MHC	 	NAP	 	NAP	 	60	 	60	 	360	 	360
	54	 	CIIICM	 	H&H
    Self Storage	 	NAP	 	NAP	 	60	 	59	 	360	 	359
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	NAP	 	NAP	 	60	 	59	 	360	 	359
	56	 	NCB	 	601
    79 Owners Corp.	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	57	 	WFB	 	Shelby
    Township Center	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	58	 	LCF	 	Smoky
    Hill Plaza	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	59	 	CIIICM	 	Picture
    Ranch MHP	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	60	 	RMF	 	Austin
    Manor MHC	 	NAP	 	NAP	 	120	 	120	 	300	 	300
	61	 	RMF	 	Jasper
    Center	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	62	 	RMF	 	Space
    Place - Columbia	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	63	 	CIIICM	 	Garden
    Acres MHP	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	64	 	NCB	 	33
    Greene Street Corp.	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	NAP	 	NAP	 	120	 	120	 	300	 	300
	66	 	CIIICM	 	Quality
    Pines MHC	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	67	 	WFB	 	Kroger
    Shops	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	69	 	NCB	 	Willow
    House Owners Corp.	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	NAP	 	NAP	 	121	 	121	 	360	 	360
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	72	 	NCB	 	11194
    Owners Corp.	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	73	 	RMF	 	Walgreens
    Avondale	 	NAP	 	NAP	 	120	 	120	 	IO	 	IO
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	NAP	 	NAP	 	120	 	120	 	180	 	180
	75	 	NCB	 	River
    Road Apartment Corp.	 	NAP	 	NAP	 	120	 	120	 	360	 	360
	76	 	LCF	 	Family
    Dollar- Albion	 	2/6/2031	 	9.2400%	 	120	 	119	 	IO	 	IO
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	2/6/2031	 	9.3600%	 	120	 	119	 	IO	 	IO
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	2/6/2031	 	9.4700%	 	120	 	119	 	IO	 	IO
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	NAP	 	NAP	 	120	 	119	 	360	 	359


 






    	 	B-7	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Cross
    Collateralized and Cross Defaulted Loan Flag	 	Prepayment
    Provisions	 	Ownership
    Interest	 	Grace
    Period Late (Days)	 	Engineering
    Escrow / Deferred Maintenance ($)	 	Tax
    Escrow (Initial)	 	Monthly
    Tax Escrow ($)	 	Tax
    Escrow - Cash or LoC
	1	 	LCF	 	Sanofi
    Office Complex	 	NAP	 	L(26),D(30),O(4)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	2	 	WFB	 	WPC
    Self Storage IX	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	1,090,975
    	 	0
    	 	0
    	 	NAP
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	NAP	 	L(25),D(89),O(6)	 	Leasehold	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	3,000
    	 	115,463
    	 	51,011
    	 	Cash
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	3,563
    	 	103,000
    	 	25,750
    	 	Cash
	6	 	LCF	 	Independence
    Marketplace	 	NAP	 	L(27),D(88),O(5)	 	Fee	 	0	 	48,000
    	 	214,957
    	 	35,826
    	 	Cash
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	28,318
    	 	Cash
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	0
    	 	62,009
    	 	18,657
    	 	Cash
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	108,984
    	 	18,164
    	 	Cash
	10	 	LCF	 	Omni
    Officentre	 	NAP	 	L(26),D(89),O(5)	 	Fee	 	0	 	0
    	 	172,441
    	 	34,488
    	 	Cash
	11	 	RMF	 	Desert
    Star Apartments	 	NAP	 	L(5),GRTR
    1% or YM(111),O(4)	 	Fee	 	0	 	2,188
    	 	48,450
    	 	9,229
    	 	Cash
	12	 	WFB	 	116
    Inverness	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP
	13	 	RMF	 	The
    Vineyard at Arlington 	 	NAP	 	L(23),GRTR
    1% or YM(93),O(4)	 	Fee	 	0	 	7,500
    	 	52,257
    	 	24,884
    	 	Cash
	14	 	RMF	 	Auburn
    Glen Apartments	 	NAP	 	L(25),D(90),O(5)	 	Fee	 	0	 	34,175
    	 	0
    	 	17,231
    	 	Cash
	15	 	LCF	 	Beachside
    Resort	 	NAP	 	L(23),GRTR
    1% or YM(93),O(4)	 	Fee	 	0	 	52,769
    	 	46,701
    	 	4,670
    	 	Cash
	16	 	Natixis	 	McHenry
    East Center	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	46,594
    	 	175,960
    	 	25,137
    	 	Cash
	17	 	LCF	 	Eagle
    Chase Apartments	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	0
    	 	34,815
    	 	11,605
    	 	Cash
	18	 	RMF	 	Dolphin
    Residence Hall	 	NAP	 	L(25),D(88),O(7)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	42,135
    	 	19,184
    	 	6,395
    	 	Cash
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	16,563
    	 	0
    	 	28,956
    	 	Cash
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	94,078
    	 	50,033
    	 	15,883
    	 	Cash
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	5	 	0
    	 	76,289
    	 	19,072
    	 	Cash
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	NAP	 	L(23),GRTR
    1% or YM(93),O(4)	 	Fee	 	0	 	3,750
    	 	48,380
    	 	24,190
    	 	Cash
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	25	 	LCF	 	River
    Ridge I & II	 	NAP	 	L(26),D(89),O(5)	 	Fee	 	0	 	0
    	 	71,160
    	 	17,790
    	 	Cash
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	NAP	 	L(25),D(31),O(4)	 	Fee	 	0	 	0
    	 	60,251
    	 	7,173
    	 	Cash
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	14,375
    	 	25,478
    	 	25,478
    	 	Cash
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	9,240
    	 	9,240
    	 	Cash
	29	 	WFB	 	The
    Grupe Building	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	11,447
    	 	11,447
    	 	Cash
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	NAP	 	L(24),D(94),O(3)	 	Fee	 	0	 	0
    	 	24,528
    	 	6,132
    	 	Cash
	31	 	LCF	 	Northwest
    Plaza	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	0	 	0
    	 	178,957
    	 	13,766
    	 	Cash
	32	 	WFB	 	Cherry
    Hill Court	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	26,875
    	 	38,676
    	 	12,892
    	 	Cash
	33	 	CIIICM	 	Ramp
    Creek MHC	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	12,875
    	 	15,848
    	 	5,283
    	 	Cash
	34	 	LCF	 	Publix
    South Park Center	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	0
    	 	9,391
    	 	3,130
    	 	Cash
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	31,250
    	 	29,384
    	 	5,877
    	 	Cash
	36	 	WFB	 	Edgewood
    Plaza	 	NAP	 	L(31),D(86),O(3)	 	Fee	 	0	 	26,913
    	 	11,902
    	 	5,951
    	 	Cash
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	13,938
    	 	26,390
    	 	12,567
    	 	Cash
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	3,688
    	 	34,088
    	 	8,522
    	 	Cash
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	30,000
    	 	31,398
    	 	7,849
    	 	Cash
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	0
    	 	19,821
    	 	4,719
    	 	Cash
	41	 	NCB	 	150
    West 87th Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	42	 	WFB	 	CVS
    - San Antonio, TX	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP


 


 






    	 	B-8	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Cross
    Collateralized and Cross Defaulted Loan Flag	 	Prepayment
    Provisions	 	Ownership
    Interest	 	Grace
    Period Late (Days)	 	Engineering
    Escrow / Deferred Maintenance ($)	 	Tax
    Escrow (Initial)	 	Monthly
    Tax Escrow ($)	 	Tax
    Escrow - Cash or LoC
	44	 	WFB	 	North
    Tech Business Park	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0
    	 	22,344
    	 	7,448
    	 	Cash
	45	 	LCF	 	Hampton
    Inn Canton	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	0	 	12,500
    	 	13,442
    	 	6,721
    	 	Cash
	46	 	WFB	 	Security
    Public Storage - Glendora	 	NAP	 	L(26),GRTR
    1% or YM or D(87),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP
	47	 	WFB	 	Security
    Public Storage - Sparks	 	NAP	 	L(26),GRTR
    1% or YM or D(87),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP
	48	 	NCB	 	Imperial
    Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	107,000
    	 	20,500
    	 	Cash
	49	 	RMF	 	Walgreens
    Sheridan	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	50	 	CIIICM	 	Summerville
    MHP	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	12,802
    	 	14,885
    	 	3,721
    	 	Cash
	51	 	LCF	 	Best
    Western Lake Charles	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	9,063
    	 	3,012
    	 	1,004
    	 	Cash
	52	 	NCB	 	East
    10th St. Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	53	 	CIIICM	 	Glenwood
    Village MHC	 	NAP	 	L(24),D(33),O(3)	 	Fee	 	0	 	83,688
    	 	14,885
    	 	4,962
    	 	Cash
	54	 	CIIICM	 	H&H
    Self Storage	 	NAP	 	L(25),D(32),O(3)	 	Fee	 	0	 	37,500
    	 	2,529
    	 	2,529
    	 	Cash
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	NAP	 	L(25),GRTR
    1% or YM(32),O(3)	 	Fee	 	0	 	26,038
    	 	12,744
    	 	6,372
    	 	Cash
	56	 	NCB	 	601
    79 Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	78,554
    	 	26,185
    	 	Cash
	57	 	WFB	 	Shelby
    Township Center	 	NAP	 	L(26),D(87),O(7)	 	Fee	 	5	 	0
    	 	2,671
    	 	2,671
    	 	Cash
	58	 	LCF	 	Smoky
    Hill Plaza	 	NAP	 	L(25),GRTR
    1% or YM(91),O(4)	 	Fee	 	0	 	114,971
    	 	17,726
    	 	5,909
    	 	Cash
	59	 	CIIICM	 	Picture
    Ranch MHP	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	1,875
    	 	660
    	 	660
    	 	Cash
	60	 	RMF	 	Austin
    Manor MHC	 	NAP	 	L(23),GRTR
    1% or YM(93),O(4)	 	Fee	 	0	 	23,438
    	 	12,202
    	 	3,874
    	 	Cash
	61	 	RMF	 	Jasper
    Center	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	17,500
    	 	7,937
    	 	1,890
    	 	Cash
	62	 	RMF	 	Space
    Place - Columbia	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	4,406
    	 	5,361
    	 	5,106
    	 	Cash
	63	 	CIIICM	 	Garden
    Acres MHP	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	24,119
    	 	1,628
    	 	1,628
    	 	Cash
	64	 	NCB	 	33
    Greene Street Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	6,313
    	 	8,557
    	 	2,037
    	 	Cash
	66	 	CIIICM	 	Quality
    Pines MHC	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	0
    	 	9,338
    	 	4,669
    	 	Cash
	67	 	WFB	 	Kroger
    Shops	 	NAP	 	L(25),D(91),O(4)	 	Leasehold	 	5	 	0
    	 	7,950
    	 	1,987
    	 	Cash
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	69	 	NCB	 	Willow
    House Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	NAP	 	L(24),D(94),O(3)	 	Fee	 	0	 	1,000
    	 	10,327
    	 	1,721
    	 	Cash
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP
	72	 	NCB	 	11194
    Owners Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	32,620
    	 	16,310
    	 	Cash
	73	 	RMF	 	Walgreens
    Avondale	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	4,087
    	 	6,488
    	 	Cash
	75	 	NCB	 	River
    Road Apartment Corp.	 	NAP	 	GRTR
    1% or YM(83),1%(33),O(4)	 	Fee	 	10	 	0
    	 	9,522
    	 	5,648
    	 	Cash
	76	 	LCF	 	Family
    Dollar- Albion	 	NAP	 	YM(25),YM
    or D(88),O(7)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	NAP	 	YM(25),YM
    or D(88),O(7)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	NAP	 	YM(25),YM
    or D(88),O(7)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	NAP	 	GRTR
    1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0
    	 	0
    	 	0
    	 	NAP


 






    	 	B-9	 



     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Tax
    Escrow - LoC Counterparty	 	Insurance
    Escrow (Initial)	 	Monthly
    Insurance Escrow ($)	 	Insurance
    Escrow - Cash or LoC	 	Insurance
    Escrow - LoC Counterparty	 	Upfront
    Replacement Reserve ($)
	1	 	LCF	 	Sanofi
    Office Complex	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	2	 	WFB	 	WPC
    Self Storage IX	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	 	 	87,019
    	 	9,017
    	 	Cash	 	 	 	0
    
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	 	 	116,557
    	 	12,951
    	 	Cash	 	 	 	20,756
    
	6	 	LCF	 	Independence
    Marketplace	 	 	 	13,286
    	 	3,322
    	 	Cash	 	 	 	0
    
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	 	 	22,619
    	 	2,464
    	 	Cash	 	 	 	0
    
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	10	 	LCF	 	Omni
    Officentre	 	 	 	25,597
    	 	3,200
    	 	Cash	 	 	 	350,000
    
	11	 	RMF	 	Desert
    Star Apartments	 	 	 	13,478
    	 	4,279
    	 	Cash	 	 	 	0
    
	12	 	WFB	 	116
    Inverness	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	13	 	RMF	 	The
    Vineyard at Arlington 	 	 	 	60,513
    	 	0
    	 	Cash	 	 	 	0
    
	14	 	RMF	 	Auburn
    Glen Apartments	 	 	 	50,137
    	 	5,305
    	 	Cash	 	 	 	600,000
    
	15	 	LCF	 	Beachside
    Resort	 	 	 	68,728
    	 	13,746
    	 	Cash	 	 	 	0
    
	16	 	Natixis	 	McHenry
    East Center	 	 	 	1,972
    	 	1,972
    	 	Cash	 	 	 	0
    
	17	 	LCF	 	Eagle
    Chase Apartments	 	 	 	10,248
    	 	3,416
    	 	Cash	 	 	 	0
    
	18	 	RMF	 	Dolphin
    Residence Hall	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	 	 	5,781
    	 	1,927
    	 	Cash	 	 	 	0
    
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	 	 	50,785
    	 	7,255
    	 	Cash	 	 	 	0
    
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	 	 	21,084
    	 	3,347
    	 	Cash	 	 	 	0
    
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	 	 	4,872
    	 	2,320
    	 	Cash	 	 	 	0
    
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	 	 	0
    	 	0
    	 	NAP	 	 	 	50,000
    
	25	 	LCF	 	River
    Ridge I & II	 	 	 	19,245
    	 	1,480
    	 	Cash	 	 	 	0
    
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	 	 	11,760
    	 	2,240
    	 	Cash	 	 	 	50,000
    
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	 	 	3,302
    	 	3,302
    	 	Cash	 	 	 	7,132
    
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	 	 	199,680
    	 	18,153
    	 	Cash	 	 	 	0
    
	29	 	WFB	 	The
    Grupe Building	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	 	 	6,930
    	 	2,886
    	 	Cash	 	 	 	0
    
	31	 	LCF	 	Northwest
    Plaza	 	 	 	25,617
    	 	1,971
    	 	Cash	 	 	 	0
    
	32	 	WFB	 	Cherry
    Hill Court	 	 	 	26,120
    	 	3,265
    	 	Cash	 	 	 	83,101
    
	33	 	CIIICM	 	Ramp
    Creek MHC	 	 	 	13,868
    	 	1,261
    	 	Cash	 	 	 	1,263
    
	34	 	LCF	 	Publix
    South Park Center	 	 	 	3,276
    	 	1,092
    	 	Cash	 	 	 	0
    
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	 	 	13,303
    	 	2,217
    	 	Cash	 	 	 	0
    
	36	 	WFB	 	Edgewood
    Plaza	 	 	 	27,576
    	 	3,014
    	 	Cash	 	 	 	2,599
    
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	 	 	57,442
    	 	6,838
    	 	Cash	 	 	 	0
    
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	 	 	34,460
    	 	3,446
    	 	Cash	 	 	 	1,095
    
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	 	 	2,984
    	 	1,492
    	 	Cash	 	 	 	230,885
    
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	 	 	10,249
    	 	2,440
    	 	Cash	 	 	 	0
    
	41	 	NCB	 	150
    West 87th Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	42	 	WFB	 	CVS
    - San Antonio, TX	 	 	 	386
    	 	194
    	 	Cash	 	 	 	0
    
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    


 






    	 	B-10	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Tax
    Escrow - LoC Counterparty	 	Insurance
    Escrow (Initial)	 	Monthly
    Insurance Escrow ($)	 	Insurance
    Escrow - Cash or LoC	 	Insurance
    Escrow - LoC Counterparty	 	Upfront
    Replacement Reserve ($)
	44	 	WFB	 	North
    Tech Business Park	 	 	 	2,676
    	 	1,265
    	 	Cash	 	 	 	0
    
	45	 	LCF	 	Hampton
    Inn Canton	 	 	 	18,684
    	 	1,699
    	 	Cash	 	 	 	0
    
	46	 	WFB	 	Security
    Public Storage - Glendora	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	47	 	WFB	 	Security
    Public Storage - Sparks	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	48	 	NCB	 	Imperial
    Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	49	 	RMF	 	Walgreens
    Sheridan	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	50	 	CIIICM	 	Summerville
    MHP	 	 	 	1,081
    	 	541
    	 	Cash	 	 	 	555
    
	51	 	LCF	 	Best
    Western Lake Charles	 	 	 	8,827
    	 	1,765
    	 	Cash	 	 	 	0
    
	52	 	NCB	 	East
    10th St. Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	53	 	CIIICM	 	Glenwood
    Village MHC	 	 	 	10,615
    	 	965
    	 	Cash	 	 	 	1,136
    
	54	 	CIIICM	 	H&H
    Self Storage	 	 	 	908
    	 	908
    	 	Cash	 	 	 	517
    
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	 	 	45,983
    	 	9,197
    	 	Cash	 	 	 	2,888
    
	56	 	NCB	 	601
    79 Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	57	 	WFB	 	Shelby
    Township Center	 	 	 	4,974
    	 	829
    	 	Cash	 	 	 	0
    
	58	 	LCF	 	Smoky
    Hill Plaza	 	 	 	2,358
    	 	786
    	 	Cash	 	 	 	0
    
	59	 	CIIICM	 	Picture
    Ranch MHP	 	 	 	1,732
    	 	577
    	 	Cash	 	 	 	475
    
	60	 	RMF	 	Austin
    Manor MHC	 	 	 	3,626
    	 	576
    	 	Cash	 	 	 	0
    
	61	 	RMF	 	Jasper
    Center	 	 	 	8,408
    	 	1,602
    	 	Cash	 	 	 	0
    
	62	 	RMF	 	Space
    Place - Columbia	 	 	 	1,408
    	 	335
    	 	Cash	 	 	 	0
    
	63	 	CIIICM	 	Garden
    Acres MHP	 	 	 	1,820
    	 	455
    	 	Cash	 	 	 	550
    
	64	 	NCB	 	33
    Greene Street Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	 	 	10,993
    	 	1,496
    	 	Cash	 	 	 	0
    
	66	 	CIIICM	 	Quality
    Pines MHC	 	 	 	1,148
    	 	574
    	 	Cash	 	 	 	404
    
	67	 	WFB	 	Kroger
    Shops	 	 	 	3,070
    	 	614
    	 	Cash	 	 	 	0
    
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	69	 	NCB	 	Willow
    House Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	 	 	2,146
    	 	2,146
    	 	Cash	 	 	 	958
    
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	72	 	NCB	 	11194
    Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	73	 	RMF	 	Walgreens
    Avondale	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	 	 	19,076
    	 	2,120
    	 	Cash	 	 	 	0
    
	75	 	NCB	 	River
    Road Apartment Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	76	 	LCF	 	Family
    Dollar- Albion	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	0
    


 






    	 	B-11	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Monthly
    Replacement Reserve ($)(15)	 	Replacement
    Reserve Cap ($)	 	Replacement
    Reserve Escrow - Cash or LoC	 	Replacement
    Reserve Escrow - LoC Counterparty
	1	 	LCF	 	Sanofi
    Office Complex	 	0
    	 	0
    	 	NAP	 	 
	2	 	WFB	 	WPC
    Self Storage IX	 	0
    	 	0
    	 	NAP	 	 
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	0
    	 	0
    	 	NAP	 	 
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	3,119
    	 	0
    	 	Cash	 	 
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	20,756
    	 	0
    	 	Cash	 	 
	6	 	LCF	 	Independence
    Marketplace	 	2,972
    	 	0
    	 	Cash	 	 
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	3,016
    	 	0
    	 	Cash	 	 
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	3,350
    	 	0
    	 	Cash	 	 
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	1,682
    	 	0
    	 	Cash	 	 
	10	 	LCF	 	Omni
    Officentre	 	6,127
    	 	0
    	 	Cash	 	 
	11	 	RMF	 	Desert
    Star Apartments	 	9,104
    	 	546,250
    	 	Cash	 	 
	12	 	WFB	 	116
    Inverness	 	0
    	 	0
    	 	NAP	 	 
	13	 	RMF	 	The
    Vineyard at Arlington 	 	7,953
    	 	0
    	 	Cash	 	 
	14	 	RMF	 	Auburn
    Glen Apartments	 	5,208
    	 	0
    	 	Cash	 	 
	15	 	LCF	 	Beachside
    Resort	 	4.0%
    of Gross Revenue for the Property for the month which is two months prior to the month in which such Monthly Payment Date
    occurs	 	0
    	 	Cash	 	 
	16	 	Natixis	 	McHenry
    East Center	 	1,128
    	 	0
    	 	Cash	 	 
	17	 	LCF	 	Eagle
    Chase Apartments	 	3,250
    	 	0
    	 	Cash	 	 
	18	 	RMF	 	Dolphin
    Residence Hall	 	0
    	 	0
    	 	NAP	 	 
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	1,612
    	 	0
    	 	Cash	 	 
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	Greater
    of 1/12 of 4.0% of prior year's Gross Income from Operations and the amount required to be reserved under the Management Agreement
    and the Franchise Agreement	 	0
    	 	Cash	 	 
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	Greater
    of 1/12 of 4.0% of prior year's Gross Income from Operations and the amount required to be reserved under the Management Agreement
    and the Franchise Agreement	 	0
    	 	Cash	 	 
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	524
    	 	0
    	 	Cash	 	 
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	1,174
    	 	0
    	 	Cash	 	 
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	0
    	 	0
    	 	Cash	 	 
	25	 	LCF	 	River
    Ridge I & II	 	1,747
    	 	0
    	 	Cash	 	 
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	608
    	 	60,000
    	 	Cash	 	 
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	7,132
    	 	0
    	 	Cash	 	 
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	0
    	 	0
    	 	NAP	 	 
	29	 	WFB	 	The
    Grupe Building	 	2,120
    	 	50,880
    	 	Cash	 	 
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	1/12
    of 4.0% of prior year's gross revenues	 	0
    	 	Cash	 	 
	31	 	LCF	 	Northwest
    Plaza	 	2,263
    	 	0
    	 	Cash	 	 
	32	 	WFB	 	Cherry
    Hill Court	 	1,164
    	 	133,101
    	 	Cash	 	 
	33	 	CIIICM	 	Ramp
    Creek MHC	 	1,263
    	 	0
    	 	Cash	 	 
	34	 	LCF	 	Publix
    South Park Center	 	693
    	 	0
    	 	Cash	 	 
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	9,619
    	 	0
    	 	Cash	 	 
	36	 	WFB	 	Edgewood
    Plaza	 	2,599
    	 	0
    	 	Cash	 	 
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	5,644
    	 	0
    	 	Cash	 	 
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	1,095
    	 	0
    	 	Cash	 	 
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	885
    	 	0
    	 	Cash	 	 
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	Greater
    of 1/12 of 4.0% of prior year's Gross Income from Operations and the amount required to be reserved under the Management Agreement
    and the Franchise Agreement	 	0
    	 	Cash	 	 
	41	 	NCB	 	150
    West 87th Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	42	 	WFB	 	CVS
    - San Antonio, TX	 	0
    	 	0
    	 	NAP	 	 
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	0
    	 	0
    	 	NAP	 	 


 






    	 	B-12	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Monthly
    Replacement Reserve ($)(15)	 	Replacement
    Reserve Cap ($)	 	Replacement
    Reserve Escrow - Cash or LoC	 	Replacement
    Reserve Escrow - LoC Counterparty
	44	 	WFB	 	North
    Tech Business Park	 	1,730
    	 	41,520
    	 	Cash	 	 
	45	 	LCF	 	Hampton
    Inn Canton	 	4,804
    	 	0
    	 	Cash	 	 
	46	 	WFB	 	Security
    Public Storage - Glendora	 	0
    	 	0
    	 	NAP	 	 
	47	 	WFB	 	Security
    Public Storage - Sparks	 	0
    	 	0
    	 	NAP	 	 
	48	 	NCB	 	Imperial
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	49	 	RMF	 	Walgreens
    Sheridan	 	0
    	 	0
    	 	NAP	 	 
	50	 	CIIICM	 	Summerville
    MHP	 	555
    	 	0
    	 	Cash	 	 
	51	 	LCF	 	Best
    Western Lake Charles	 	4,018
    	 	0
    	 	Cash	 	 
	52	 	NCB	 	East
    10th St. Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	53	 	CIIICM	 	Glenwood
    Village MHC	 	1,136
    	 	0
    	 	Cash	 	 
	54	 	CIIICM	 	H&H
    Self Storage	 	517
    	 	0
    	 	Cash	 	 
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	2,888
    	 	0
    	 	Cash	 	 
	56	 	NCB	 	601
    79 Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	57	 	WFB	 	Shelby
    Township Center	 	351
    	 	10,000
    	 	Cash	 	 
	58	 	LCF	 	Smoky
    Hill Plaza	 	790
    	 	0
    	 	Cash	 	 
	59	 	CIIICM	 	Picture
    Ranch MHP	 	475
    	 	0
    	 	Cash	 	 
	60	 	RMF	 	Austin
    Manor MHC	 	750
    	 	0
    	 	Cash	 	 
	61	 	RMF	 	Jasper
    Center	 	912
    	 	0
    	 	Cash	 	 
	62	 	RMF	 	Space
    Place - Columbia	 	228
    	 	0
    	 	Cash	 	 
	63	 	CIIICM	 	Garden
    Acres MHP	 	550
    	 	0
    	 	Cash	 	 
	64	 	NCB	 	33
    Greene Street Corp.	 	0
    	 	0
    	 	NAP	 	 
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	Greater
    of 1/12 of 4.0% of prior year's Gross Income from Operations and the amount required to be reserved under the Management Agreement
    and the Franchise Agreement	 	0
    	 	Cash	 	 
	66	 	CIIICM	 	Quality
    Pines MHC	 	404
    	 	0
    	 	Cash	 	 
	67	 	WFB	 	Kroger
    Shops	 	347
    	 	0
    	 	Cash	 	 
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 
	69	 	NCB	 	Willow
    House Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	958
    	 	0
    	 	Cash	 	 
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	72	 	NCB	 	11194
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 
	73	 	RMF	 	Walgreens
    Avondale	 	0
    	 	0
    	 	NAP	 	 
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	0
    	 	0
    	 	NAP	 	 
	75	 	NCB	 	River
    Road Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 
	76	 	LCF	 	Family
    Dollar- Albion	 	0
    	 	0
    	 	NAP	 	 
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	0
    	 	0
    	 	NAP	 	 
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	0
    	 	0
    	 	NAP	 	 
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	0
    	 	0
    	 	NAP	 	 


 






    	 	B-13	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Upfront
    TI/LC Reserve ($)	 	Monthly
    TI/LC Reserve ($)	 	TI/LC
    Reserve Cap ($)	 	TI/LC
    Escrow - Cash or LoC
	1	 	LCF	 	Sanofi
    Office Complex	 	0
    	 	0
    	 	0
    	 	NAP
	2	 	WFB	 	WPC
    Self Storage IX	 	0
    	 	0
    	 	0
    	 	NAP
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	0
    	 	0
    	 	0
    	 	NAP
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	0
    	 	3,898
    	 	0
    	 	Cash
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	0
    	 	0
    	 	0
    	 	NAP
	6	 	LCF	 	Independence
    Marketplace	 	0
    	 	12,962
    	 	0
    	 	Cash
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	0
    	 	22,619
    	 	0
    	 	Cash
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	0
    	 	0
    	 	0
    	 	NAP
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	250,000
    	 	10,000
    	 	500,000
    	 	Cash
	10	 	LCF	 	Omni
    Officentre	 	0
    	 	24,508
    	 	0
    	 	Cash
	11	 	RMF	 	Desert
    Star Apartments	 	0
    	 	0
    	 	0
    	 	NAP
	12	 	WFB	 	116
    Inverness	 	0
    	 	0
    	 	0
    	 	NAP
	13	 	RMF	 	The
    Vineyard at Arlington 	 	0
    	 	0
    	 	0
    	 	NAP
	14	 	RMF	 	Auburn
    Glen Apartments	 	0
    	 	0
    	 	0
    	 	NAP
	15	 	LCF	 	Beachside
    Resort	 	0
    	 	0
    	 	0
    	 	NAP
	16	 	Natixis	 	McHenry
    East Center	 	0
    	 	3,760
    	 	0
    	 	Cash
	17	 	LCF	 	Eagle
    Chase Apartments	 	0
    	 	0
    	 	0
    	 	NAP
	18	 	RMF	 	Dolphin
    Residence Hall	 	0
    	 	0
    	 	0
    	 	NAP
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	155,563
    	 	4,434
    	 	0
    	 	Cash
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	0
    	 	0
    	 	0
    	 	NAP
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	0
    	 	0
    	 	0
    	 	NAP
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	0
    	 	3,711
    	 	222,615
    	 	Cash
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	70,620
    	 	5,251
    	 	0
    	 	Cash
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	0
    	 	0
    	 	0
    	 	NAP
	25	 	LCF	 	River
    Ridge I & II	 	0
    	 	(i)
    through and including February 6, 2019, an amount equal to $17,575.00 and (ii) commencing March 6, 2019, and continuing thereafter
    for the Term, the amount of $11,457.00.	 	0
    	 	Cash
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	0
    	 	0
    	 	0
    	 	NAP
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	400,000
    	 	6,645
    	 	500,000
    	 	Cash
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	0
    	 	0
    	 	0
    	 	NAP
	29	 	WFB	 	The
    Grupe Building	 	0
    	 	7,770
    	 	186,480
    	 	Cash
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	0
    	 	0
    	 	0
    	 	NAP
	31	 	LCF	 	Northwest
    Plaza	 	60,000
    	 	11,315
    	 	318,000
    	 	Cash
	32	 	WFB	 	Cherry
    Hill Court	 	0
    	 	10,181
    	 	0
    	 	Cash
	33	 	CIIICM	 	Ramp
    Creek MHC	 	0
    	 	0
    	 	0
    	 	NAP
	34	 	LCF	 	Publix
    South Park Center	 	0
    	 	877
    	 	0
    	 	Cash
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	0
    	 	0
    	 	0
    	 	NAP
	36	 	WFB	 	Edgewood
    Plaza	 	2,852
    	 	2,852
    	 	175,000
    	 	Cash
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	0
    	 	0
    	 	0
    	 	NAP
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	0
    	 	0
    	 	0
    	 	NAP
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	0
    	 	0
    	 	0
    	 	NAP
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	0
    	 	0
    	 	0
    	 	NAP
	41	 	NCB	 	150
    West 87th Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	42	 	WFB	 	CVS
    - San Antonio, TX	 	0
    	 	0
    	 	0
    	 	NAP
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP


 






    	 	B-14	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Upfront
    TI/LC Reserve ($)	 	Monthly
    TI/LC Reserve ($)	 	TI/LC
    Reserve Cap ($)	 	TI/LC
    Escrow - Cash or LoC
	44	 	WFB	 	North
    Tech Business Park	 	150,000
    	 	7,209
    	 	150,000
    	 	Cash
	45	 	LCF	 	Hampton
    Inn Canton	 	0
    	 	0
    	 	0
    	 	NAP
	46	 	WFB	 	Security
    Public Storage - Glendora	 	0
    	 	0
    	 	0
    	 	NAP
	47	 	WFB	 	Security
    Public Storage - Sparks	 	0
    	 	0
    	 	0
    	 	NAP
	48	 	NCB	 	Imperial
    Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	49	 	RMF	 	Walgreens
    Sheridan	 	0
    	 	0
    	 	0
    	 	NAP
	50	 	CIIICM	 	Summerville
    MHP	 	0
    	 	0
    	 	0
    	 	NAP
	51	 	LCF	 	Best
    Western Lake Charles	 	0
    	 	0
    	 	0
    	 	NAP
	52	 	NCB	 	East
    10th St. Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	53	 	CIIICM	 	Glenwood
    Village MHC	 	0
    	 	0
    	 	0
    	 	NAP
	54	 	CIIICM	 	H&H
    Self Storage	 	0
    	 	0
    	 	0
    	 	NAP
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	0
    	 	0
    	 	0
    	 	NAP
	56	 	NCB	 	601
    79 Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	57	 	WFB	 	Shelby
    Township Center	 	55,000
    	 	1,514
    	 	55,000
    	 	Cash
	58	 	LCF	 	Smoky
    Hill Plaza	 	0
    	 	2,391
    	 	0
    	 	Cash
	59	 	CIIICM	 	Picture
    Ranch MHP	 	0
    	 	0
    	 	0
    	 	NAP
	60	 	RMF	 	Austin
    Manor MHC	 	0
    	 	0
    	 	0
    	 	NAP
	61	 	RMF	 	Jasper
    Center	 	50,000
    	 	1,968
    	 	0
    	 	Cash
	62	 	RMF	 	Space
    Place - Columbia	 	0
    	 	0
    	 	0
    	 	NAP
	63	 	CIIICM	 	Garden
    Acres MHP	 	0
    	 	0
    	 	0
    	 	NAP
	64	 	NCB	 	33
    Greene Street Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	0
    	 	0
    	 	0
    	 	NAP
	66	 	CIIICM	 	Quality
    Pines MHC	 	0
    	 	0
    	 	0
    	 	NAP
	67	 	WFB	 	Kroger
    Shops	 	25,000
    	 	1,282
    	 	60,000
    	 	Cash
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	69	 	NCB	 	Willow
    House Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	0
    	 	0
    	 	0
    	 	NAP
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	72	 	NCB	 	11194
    Owners Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	73	 	RMF	 	Walgreens
    Avondale	 	0
    	 	0
    	 	0
    	 	NAP
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	0
    	 	0
    	 	0
    	 	NAP
	75	 	NCB	 	River
    Road Apartment Corp.	 	0
    	 	0
    	 	0
    	 	NAP
	76	 	LCF	 	Family
    Dollar- Albion	 	0
    	 	0
    	 	0
    	 	NAP
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	0
    	 	0
    	 	0
    	 	NAP
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	0
    	 	0
    	 	0
    	 	NAP
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	0
    	 	0
    	 	0
    	 	NAP


 






    	 	B-15	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	TI/LC
    Escrow - LoC Counterparty	 	Debt
    Service Escrow (Initial) ($)	 	Debt
    Service Escrow (Monthly) ($)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description	 	Other
    Escrow I (Initial) ($)
	1	 	LCF	 	Sanofi
    Office Complex	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Condominium
    Reserve	 	0
    
	2	 	WFB	 	WPC
    Self Storage IX	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Amortization
    Reserve	 	0
    
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Free
    Rent Reserve / Master Retail Lease Reserve / Ground Rent Reserve	 	Free
    Rent - $80,810,295
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Lifetime
    Brands Free Rent Reserve	 	16,301
    
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Seasonality
    Reserve	 	485,000
    
	6	 	LCF	 	Independence
    Marketplace	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Declaration
    Fee Reserve	 	0
    
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	 	 	0
    	 	0
    	 	NAP	 	 	 	UCB/Stock
    Building Reserve	 	600,000
    
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Tenant
    Specific TILC / Rent Concession Reserve	 	Tenant
    Specific TILC - $62,748.13 / Rent Concession - $25,899
	10	 	LCF	 	Omni
    Officentre	 	 	 	0
    	 	0
    	 	NAP	 	 	 	BCBS
    TI/LC Reserve	 	529,653
    
	11	 	RMF	 	Desert
    Star Apartments	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	12	 	WFB	 	116
    Inverness	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	13	 	RMF	 	The
    Vineyard at Arlington 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Collateral
    Deposit Funds	 	500,000
    
	14	 	RMF	 	Auburn
    Glen Apartments	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	15	 	LCF	 	Beachside
    Resort	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Seasonality
    Reserve	 	697,000
    
	16	 	Natixis	 	McHenry
    East Center	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Hallmark
    Retenanting Reserve	 	165,000
    
	17	 	LCF	 	Eagle
    Chase Apartments	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Radon
    Reserve	 	48,972
    
	18	 	RMF	 	Dolphin
    Residence Hall	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Vacant
    Space Reserve	 	177,030
    
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	PIP
    Reserve Funds	 	1,150,000
    
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Choice
    Franchise Agreement Extension	 	400,000
    
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Free
    Rent Reserve Funds	 	6,793
    
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	25	 	LCF	 	River
    Ridge I & II	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Free
    Rent Reserve	 	59,999
    
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Roof
    Reserve	 	100,000
    
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Collateral
    Security Agreement for Capital Improvements	 	8,518,256
    
	29	 	WFB	 	The
    Grupe Building	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Property
    Improvement Plan Reserve	 	600,000
    
	31	 	LCF	 	Northwest
    Plaza	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	32	 	WFB	 	Cherry
    Hill Court	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	33	 	CIIICM	 	Ramp
    Creek MHC	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	34	 	LCF	 	Publix
    South Park Center	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Seasonality
    Reserve	 	0
    
	36	 	WFB	 	Edgewood
    Plaza	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Food
    Lion Rollover Reserve	 	1,901
    
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Endicott
    Office Reserve	 	103,500
    
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	 	 	0
    	 	0
    	 	NAP	 	 	 	PIP
    Funds	 	250,000
    
	41	 	NCB	 	150
    West 87th Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Collateral
    Security Agreement for Negative Carry	 	160,000
    
	42	 	WFB	 	CVS
    - San Antonio, TX	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Collateral
    Security Agreement for Capital Improvements	 	1,000,000
    


 






    	 	B-16	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	 	TI/LC
    Escrow - LoC Counterparty	 	Debt
    Service Escrow (Initial) ($)	 	Debt
    Service Escrow (Monthly) ($)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description	 	Other
    Escrow I (Initial) ($)
	44	 	WFB	 	North
    Tech Business Park	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	45	 	LCF	 	Hampton
    Inn Canton	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Seasonality
    Reserve	 	4,000
    
	46	 	WFB	 	Security
    Public Storage - Glendora	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	47	 	WFB	 	Security
    Public Storage - Sparks	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	48	 	NCB	 	Imperial
    Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	49	 	RMF	 	Walgreens
    Sheridan	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	50	 	CIIICM	 	Summerville
    MHP	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	51	 	LCF	 	Best
    Western Lake Charles	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	PIP
    Reserve	 	87,500
    
	52	 	NCB	 	East
    10th St. Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	53	 	CIIICM	 	Glenwood
    Village MHC	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	54	 	CIIICM	 	H&H
    Self Storage	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	56	 	NCB	 	601
    79 Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	57	 	WFB	 	Shelby
    Township Center	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	58	 	LCF	 	Smoky
    Hill Plaza	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	59	 	CIIICM	 	Picture
    Ranch MHP	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	60	 	RMF	 	Austin
    Manor MHC	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Borrower
    Owned Home Sale Proceeds	 	250,000
    
	61	 	RMF	 	Jasper
    Center	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	62	 	RMF	 	Space
    Place - Columbia	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	63	 	CIIICM	 	Garden
    Acres MHP	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	64	 	NCB	 	33
    Greene Street Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	PIP
    Funds	 	750,000
    
	66	 	CIIICM	 	Quality
    Pines MHC	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	67	 	WFB	 	Kroger
    Shops	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	69	 	NCB	 	Willow
    House Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	Insurance
    Deductible Reserve	 	15,000
    
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	72	 	NCB	 	11194
    Owners Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	73	 	RMF	 	Walgreens
    Avondale	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	75	 	NCB	 	River
    Road Apartment Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	76	 	LCF	 	Family
    Dollar- Albion	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	 	 	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    


 






    	 	B-17	 



     

    




 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Other
    Escrow I (Monthly) ($)(11)(16)	 	Other
    Escrow I Cap ($)	 	Other
    Escrow I Escrow - Cash or LoC	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description	 	Other
    Escrow II (Initial) ($)
	1	 	LCF	 	Sanofi
    Office Complex	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	2	 	WFB	 	WPC
    Self Storage IX	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	0
    	 	0
    	 	Cash	 	 	 	Tenant
    Specific TI Reserve	 	72,789,685
    
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	0
    	 	0
    	 	Cash	 	 	 	Lifetime
    Brands Existing TI Reserve	 	98,000
    
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	121,250
    	 	485,000
    	 	Cash	 	 	 	PIP
    Reserve	 	0
    
	6	 	LCF	 	Independence
    Marketplace	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	22,619
    	 	225,000
    	 	Cash	 	 	 	NAP	 	0
    
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	0
    	 	0
    	 	Cash	 	 	 	Torti
    Gallas Reserve	 	0
    
	10	 	LCF	 	Omni
    Officentre	 	0
    	 	0
    	 	Cash	 	 	 	Free
    Rent Reserve	 	202,426
    
	11	 	RMF	 	Desert
    Star Apartments	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	12	 	WFB	 	116
    Inverness	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	13	 	RMF	 	The
    Vineyard at Arlington 	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	14	 	RMF	 	Auburn
    Glen Apartments	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	15	 	LCF	 	Beachside
    Resort	 	May
    - June: 10% of $697,000 rounded to the nearest $5,000; July: 35% of the $697,000 rounded to the nearest $5,000; August - Aggregate
    deposits made in the foregoing months subtracted from the remaining Seasonality Reserve Annual Deposit Amount; September -
    April: None	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	16	 	Natixis	 	McHenry
    East Center	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	17	 	LCF	 	Eagle
    Chase Apartments	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	18	 	RMF	 	Dolphin
    Residence Hall	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	0
    	 	0
    	 	Cash	 	 	 	Seasonality
    Fund	 	16,700
    
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	0
    	 	0
    	 	Cash	 	 	 	Cold
    Beverage Rollover Funds	 	20,900
    
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	25	 	LCF	 	River
    Ridge I & II	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	36,250
    	 	1,750,000
    	 	Cash	 	 	 	Collateral
    Security Agreement for Litigation	 	50,000
    
	29	 	WFB	 	The
    Grupe Building	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	31	 	LCF	 	Northwest
    Plaza	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	32	 	WFB	 	Cherry
    Hill Court	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	33	 	CIIICM	 	Ramp
    Creek MHC	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	34	 	LCF	 	Publix
    South Park Center	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	On
    each Monthly Payment Date an amount equal to the lesser of (i) 25% of the seasonality reserve cap and (ii) available cash
    flow	 	179,000
    	 	Cash	 	 	 	PIP
    Reserve	 	0
    
	36	 	WFB	 	Edgewood
    Plaza	 	1,901
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	0
    	 	0
    	 	Cash	 	 	 	Endicott
    Lease Reserve	 	23,918
    
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	5,000
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	41	 	NCB	 	150
    West 87th Owners Corp.	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	42	 	WFB	 	CVS
    - San Antonio, TX	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    


 


 






    	 	B-18	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Other
    Escrow I (Monthly) ($)(11)(16)	 	Other
    Escrow I Cap ($)	 	Other
    Escrow I Escrow - Cash or LoC	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description	 	Other
    Escrow II (Initial) ($)
	44	 	WFB	 	North
    Tech Business Park	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	45	 	LCF	 	Hampton
    Inn Canton	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	46	 	WFB	 	Security
    Public Storage - Glendora	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	47	 	WFB	 	Security
    Public Storage - Sparks	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	48	 	NCB	 	Imperial
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	49	 	RMF	 	Walgreens
    Sheridan	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	50	 	CIIICM	 	Summerville
    MHP	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	51	 	LCF	 	Best
    Western Lake Charles	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	52	 	NCB	 	East
    10th St. Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	53	 	CIIICM	 	Glenwood
    Village MHC	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	54	 	CIIICM	 	H&H
    Self Storage	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	56	 	NCB	 	601
    79 Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	57	 	WFB	 	Shelby
    Township Center	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	58	 	LCF	 	Smoky
    Hill Plaza	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	59	 	CIIICM	 	Picture
    Ranch MHP	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	60	 	RMF	 	Austin
    Manor MHC	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	61	 	RMF	 	Jasper
    Center	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	62	 	RMF	 	Space
    Place - Columbia	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	63	 	CIIICM	 	Garden
    Acres MHP	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	64	 	NCB	 	33
    Greene Street Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	0
    	 	0
    	 	Cash	 	 	 	NAP	 	0
    
	66	 	CIIICM	 	Quality
    Pines MHC	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	67	 	WFB	 	Kroger
    Shops	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	69	 	NCB	 	Willow
    House Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	0
    	 	0
    	 	Cash	 	 	 	Prepaid
    Rent Reserve	 	0
    
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	72	 	NCB	 	11194
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	73	 	RMF	 	Walgreens
    Avondale	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	75	 	NCB	 	River
    Road Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	76	 	LCF	 	Family
    Dollar- Albion	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	0
    	 	0
    	 	NAP	 	 	 	NAP	 	0
    





 






    	 	B-19	 



     

    







 


	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Other
    Escrow II (Monthly) ($)	 	Other
    Escrow II Cap ($)	 	Other
    Escrow II Escrow - Cash or LoC	 	Other  Escrow
    II - LoC Counterparty	 	Holdback(7)	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox
	1	 	LCF	 	Sanofi
    Office Complex	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront
    Cash Management
	2	 	WFB	 	WPC
    Self Storage IX	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	0
    	 	0
    	 	Guaranty
    	 	 	 	 	 	Y	 	72,789,685
    	 	Hard/Springing
    Cash Management
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	7,643
    	 	663,583
    	 	Cash	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	6	 	LCF	 	Independence
    Marketplace	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront
    Cash Management
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Soft/Springing
    Cash Management
	10	 	LCF	 	Omni
    Officentre	 	0
    	 	0
    	 	Cash	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	11	 	RMF	 	Desert
    Star Apartments	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	12	 	WFB	 	116
    Inverness	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	13	 	RMF	 	The
    Vineyard at Arlington 	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	14	 	RMF	 	Auburn
    Glen Apartments	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	15	 	LCF	 	Beachside
    Resort	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	16	 	Natixis	 	McHenry
    East Center	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	17	 	LCF	 	Eagle
    Chase Apartments	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	18	 	RMF	 	Dolphin
    Residence Hall	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	$16,700
    from 3/2016 through and including 11/2016; thereafter, from March through November during the loan term, a product of the
    aggregate amount of Seasonality Shortfalls for the preceding 12-month period multiplied by 1.25 divided by nine. A floor of
    $16,700 shall apply.	 	0
    	 	Cash	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	0
    	 	0
    	 	NAP	 	 	 	Tenant
    Occupancy Holdback - 425,686 / Tenant Specific TI/LC Holdback - 252,016	 	N	 	 	 	Springing
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	0
    	 	0
    	 	Cash	 	 	 	 	 	N	 	 	 	Springing
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	25	 	LCF	 	River
    Ridge I & II	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	0
    	 	0
    	 	Cash	 	 	 	 	 	N	 	 	 	None
	29	 	WFB	 	The
    Grupe Building	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	31	 	LCF	 	Northwest
    Plaza	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	32	 	WFB	 	Cherry
    Hill Court	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	33	 	CIIICM	 	Ramp
    Creek MHC	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	34	 	LCF	 	Publix
    South Park Center	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	36	 	WFB	 	Edgewood
    Plaza	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	0
    	 	0
    	 	Cash	 	 	 	 	 	N	 	 	 	Springing
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	41	 	NCB	 	150
    West 87th Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	42	 	WFB	 	CVS
    - San Antonio, TX	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None


 






    	 	B-20	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Other
    Escrow II (Monthly) ($)	 	Other
    Escrow II Cap ($)	 	Other
    Escrow II Escrow - Cash or LoC	 	Other  Escrow
    II - LoC Counterparty	 	Holdback(7)	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox
	44	 	WFB	 	North
    Tech Business Park	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	45	 	LCF	 	Hampton
    Inn Canton	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	46	 	WFB	 	Security
    Public Storage - Glendora	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	47	 	WFB	 	Security
    Public Storage - Sparks	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	48	 	NCB	 	Imperial
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	49	 	RMF	 	Walgreens
    Sheridan	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	50	 	CIIICM	 	Summerville
    MHP	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	51	 	LCF	 	Best
    Western Lake Charles	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	52	 	NCB	 	East
    10th St. Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	53	 	CIIICM	 	Glenwood
    Village MHC	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	54	 	CIIICM	 	H&H
    Self Storage	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	56	 	NCB	 	601
    79 Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	57	 	WFB	 	Shelby
    Township Center	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	58	 	LCF	 	Smoky
    Hill Plaza	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	59	 	CIIICM	 	Picture
    Ranch MHP	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	60	 	RMF	 	Austin
    Manor MHC	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	61	 	RMF	 	Jasper
    Center	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	62	 	RMF	 	Space
    Place - Columbia	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	63	 	CIIICM	 	Garden
    Acres MHP	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	64	 	NCB	 	33
    Greene Street Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing
    Cash Management
	66	 	CIIICM	 	Quality
    Pines MHC	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	67	 	WFB	 	Kroger
    Shops	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	69	 	NCB	 	Willow
    House Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	72	 	NCB	 	11194
    Owners Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	73	 	RMF	 	Walgreens
    Avondale	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Springing
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	75	 	NCB	 	River
    Road Apartment Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None
	76	 	LCF	 	Family
    Dollar- Albion	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront
    Cash Management
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront
    Cash Management
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront
    Cash Management
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	0
    	 	0
    	 	NAP	 	 	 	 	 	N	 	 	 	None


 






    	 	B-21	 



     

    

 





	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Borrower
    Name	 	Sponsor
    Name	 	Servicing
    

    Fee Rate
	1	 	LCF	 	Sanofi
    Office Complex	 	ARC
    HR5SNFI001 SPE, LLC	 	American
    Finance Trust, Inc.	 	0.0025%
	2	 	WFB	 	WPC
    Self Storage IX	 	El
    Paso Six Storage 18 (TX) LLC; Fernandina Beach Storage 18 (FL) LLC; Greensboro Storage Owner 18 (NC) LP; Airport Storage 18
    (FL) LLC; Beechnut Storage Owner 18 (TX) LP; Rankin Storage Owner 18 (TX) LP; Avondale Storage Owner 18 (LA) LP; Portland
    Storage 18 (OR) LLC	 	Corporate
    Property Associates 18 Global Incorporated	 	0.0050%
	2.01	 	WFB	 	CubeSmart
    - Fernandina Beach	 	 	 	 	 	 
	2.02	 	WFB	 	Extra
    Space - Portland	 	 	 	 	 	 
	2.03	 	WFB	 	Extra
    Space - Greensboro	 	 	 	 	 	 
	2.04	 	WFB	 	CubeSmart
    - Lomaland Drive	 	 	 	 	 	 
	2.05	 	WFB	 	CubeSmart
    - Mesa Street	 	 	 	 	 	 
	2.06	 	WFB	 	CubeSmart
    - Clark Drive	 	 	 	 	 	 
	2.07	 	WFB	 	CubeSmart
    - Diana Drive	 	 	 	 	 	 
	2.08	 	WFB	 	CubeSmart
    - Kissimmee	 	 	 	 	 	 
	2.09	 	WFB	 	CubeSmart
    - Avondale	 	 	 	 	 	 
	2.10	 	WFB	 	Extra
    Space - Beechnut	 	 	 	 	 	 
	2.11	 	WFB	 	CubeSmart
    - Rankin Road	 	 	 	 	 	 
	2.12	 	WFB	 	CubeSmart
    - Montana Ave	 	 	 	 	 	 
	2.13	 	WFB	 	CubeSmart
    - James Watt Drive	 	 	 	 	 	 
	3	 	WFB	 	225
    Liberty Street	 	WFP
    Tower B Co. L.P.	 	Brookfield
    Financial Properties, L.P.	 	0.0025%
	4	 	Natixis	 	Business
    & Research Center at Garden City	 	Garden
    City 505, LLC	 	David
    J. Cohen; Abraham J. Cohen	 	0.0050%
	5	 	CIIICM	 	Doubletree
    Seattle Airport Southcenter	 	CHA
    Tukwila, LLC	 	Ki
    Yong Choi	 	0.0050%
	6	 	LCF	 	Independence
    Marketplace	 	Outer
    Drive 39 Development Co., LLC	 	Redico
    Properties LLC; Daniel L. Stern; Christopher G. Brochert	 	0.0050%
	7	 	WFB	 	Brier
    Creek Corporate Center I & II	 	Brier
    Creek 1 & 2, LLC	 	Riprand
    Count Arco	 	0.0325%
	8	 	RMF	 	Atlantic
    Mini Self Storage Portfolio	 	Prime
    Storage Arundel, LLC; Prime Storage Berwick, LLC; Prime Storage York, LLC; Prime Storage Somersworth, LLC	 	Robert
    Moser; Robert Morgan	 	0.0050%
	8.01	 	RMF	 	Somersworth	 	 	 	 	 	 
	8.02	 	RMF	 	York	 	 	 	 	 	 
	8.03	 	RMF	 	Arundel	 	 	 	 	 	 
	8.04	 	RMF	 	Berwick	 	 	 	 	 	 
	9	 	WFB	 	Parkview
    at Spring Street	 	1300
    Spring Street, LLC	 	SAB
    Family Limited Partnership	 	0.0050%
	10	 	LCF	 	Omni
    Officentre	 	Omni
    Property Group, LLC	 	Larry
    Nemer	 	0.0525%
	11	 	RMF	 	Desert
    Star Apartments	 	W
    Bell LLC	 	Vesna
    Djordjevich	 	0.0050%
	12	 	WFB	 	116
    Inverness	 	116
    Inverness Drive East LLC	 	AICI,
    LLC	 	0.0050%
	13	 	RMF	 	The
    Vineyard at Arlington 	 	Vineyards
    at Arlington LLC; Arlington Realty Owner DE LLC	 	Barry
    Leon; Irving Langer	 	0.0050%
	14	 	RMF	 	Auburn
    Glen Apartments	 	Bancroft
    Auburn Glen, LLC	 	Barrett
    Penan	 	0.0050%
	15	 	LCF	 	Beachside
    Resort	 	Panama
    City Beach Hotel LLC	 	Michel
    O. Provosty, Jr.	 	0.0050%
	16	 	Natixis	 	McHenry
    East Center	 	Advance
    Real Estate Management, LLC	 	Doruk
    A. Borekci; Kenan Borekci; Ahmet Zeki Borekci	 	0.0050%
	17	 	LCF	 	Eagle
    Chase Apartments	 	Eagle
    Chase Investors, LLC	 	William
    A. Butler; Daniel W. Anderson, Sr.; Stephen L. Butler; Malcolm S. Bethea; Phyllis Kelsey-Greene	 	0.0050%
	18	 	RMF	 	Dolphin
    Residence Hall	 	Flipper
    (FL) LLC	 	Corporate
    Property Associates 17 - Global Incorporated	 	0.0050%
	19	 	LCF	 	North
    Alabama Retail Portfolio	 	North
    Alabama Retail, LLC	 	Len
    B. Shannon, III; Derek R.Waltchack; Timothy S. Blair; Andrew R. Patterson; Daniel W. Samford; Thomas B. Miles	 	0.0525%
	19.01	 	LCF	 	Athens
    Shoppes	 	 	 	 	 	 
	19.02	 	LCF	 	French
    Farms 1	 	 	 	 	 	 
	19.03	 	LCF	 	Hartselle
    Shoppes	 	 	 	 	 	 
	19.04	 	LCF	 	Eastside
    2	 	 	 	 	 	 
	19.05	 	LCF	 	French
    Farms 2	 	 	 	 	 	 
	20	 	RMF	 	Holiday
    Inn & Suites Parsippany Fairfield 	 	I-85
    Hospitality Group Limited Liability Company	 	Paul
    Reisman; Steven Reisman	 	0.0050%
	21	 	RMF	 	Country
    Inn & Suites and Comfort Inn & Suites Amarillo	 	Ross
    Osage Hotels LP	 	Mark
    E. Shaffer; Juli Anne Shaffer	 	0.0050%
	21.01	 	RMF	 	Country
    Inn & Suites	 	 	 	 	 	 
	21.02	 	RMF	 	Comfort
    Inn & Suites	 	 	 	 	 	 
	22	 	WFB	 	Rk
    Park Lakes	 	Falcon
    Prime Holdings, Ltd.	 	Hatem
    A. Saqr	 	0.0050%
	22.01	 	WFB	 	Buildings
    B & C	 	 	 	 	 	 
	22.02	 	WFB	 	Building
    D	 	 	 	 	 	 
	23	 	RMF	 	Plaza
    De Oro	 	Plaza
    De Oro of Dallas, LLC	 	Mark
    H. Engelman	 	0.0050%
	24	 	RMF	 	Wal-Mart
    Supercenter Dahlonega	 	Dahlonega
    Group, LLC	 	Robert
    Ridino	 	0.0050%
	25	 	LCF	 	River
    Ridge I & II	 	River
    Ridge Office Building I, LLC & River Ridge Office Building II, LLC	 	Gabriel
    L. Schuchman	 	0.0525%
	26	 	RMF	 	Sentry
    Self-Storage Portfolio	 	Prime
    Chesapeake, LLC; Prime Newport News, LLC; Prime Mooretown, LLC	 	Robert
    Moser; Robert Morgan	 	0.0050%
	26.01	 	RMF	 	Williamsburg	 	 	 	 	 	 
	26.02	 	RMF	 	Newport
    News	 	 	 	 	 	 
	26.03	 	RMF	 	Churchland	 	 	 	 	 	 
	27	 	CIIICM	 	Outland
    Business Center	 	Outland
    Business Park, LLC	 	Adir
    Levitas	 	0.0050%
	28	 	NCB	 	River
    Park Mutual Homes, Inc.	 	River
    Park Mutual Homes, Inc.	 	NAP	 	0.0800%
	29	 	WFB	 	The
    Grupe Building	 	Brookside
    March Office Investors, LLC	 	The
    Greenlaw Grupe, Jr. Operating Partnership	 	0.0050%
	30	 	Natixis	 	Holiday
    Inn Express & Suites Columbia	 	Alpha
    Hospitality, LLC	 	Heetesh
    Patel	 	0.0050%
	31	 	LCF	 	Northwest
    Plaza	 	NW
    Plaza Associates 1, LLC	 	Nathan
    S. Leader, Nathan S. Leader Revocable Trust U/A/D 11-9-01	 	0.0525%
	32	 	WFB	 	Cherry
    Hill Court	 	Cherry
    Hill Court Associates, L.L.C.	 	Robert
    D. Goldman	 	0.0050%
	33	 	CIIICM	 	Ramp
    Creek MHC	 	Ramp
    Creek Community LLC	 	Kelly
    Case; Dawn Palya-Maharry	 	0.0050%
	34	 	LCF	 	Publix
    South Park Center	 	Engel
    South Park Center LLC	 	William
    A. Butler; Hubert W. Goings, Jr.; William E. Coleman III	 	0.0050%
	35	 	LCF	 	Hilton
    Garden Inn Chesapeake	 	JSB
    Properties LLC	 	Sukhwinder
    Bharij; Maryam S. Bharij	 	0.0050%
	36	 	WFB	 	Edgewood
    Plaza	 	Edgewood
    Plaza Associates LLC	 	Ronald
    D. Strawn and Stephen J. Garchik	 	0.0050%
	37	 	RMF	 	Bella
    Vista Creek Apartments	 	TACP
    Dcreek LP	 	Madeleine
    Ficaccio	 	0.0050%
	38	 	CIIICM	 	1st
    Choice Storage Portfolio	 	Regency
    New York Inc.	 	Barbi
    Benton Gradow	 	0.0050%
	38.01	 	CIIICM	 	1st
    Choice Storage - Miami	 	 	 	 	 	 
	38.02	 	CIIICM	 	1st
    Choice Storage - Endicott	 	 	 	 	 	 
	39	 	CIIICM	 	Stone
    Tree MHP & Timberstone MHP	 	American
    Dream Communities - Stone Tree LLC	 	Paul
    Skyler Liechty; Paul E. Liechty; David R. Hunt, Sr.; Gregory S. Rumsey	 	0.0050%
	39.01	 	CIIICM	 	Timberstone
    MHP	 	 	 	 	 	 
	39.02	 	CIIICM	 	Stone
    Tree MHP	 	 	 	 	 	 
	40	 	RMF	 	Candlewood
    Suites Fredericksburg	 	Massr
    Hotel, LLC	 	Sunil
    S. Mehta; Nisha Mehta	 	0.0050%
	41	 	NCB	 	150
    West 87th Owners Corp.	 	150
    West 87th Owners Corp.	 	NAP	 	0.0800%
	42	 	WFB	 	CVS
    - San Antonio, TX	 	Warren
    San Antonio, LLC	 	Barbara
    Sterling	 	0.0050%
	43	 	NCB	 	855
    E. Broadway Owners Corp.	 	855
    E. Broadway Owners Corp.	 	NAP	 	0.0800%


 






    	 	B-22	 



     

    

 


	 	 	 	 	 	 	 	 	 	 	 
	Wells
    Fargo Commercial Mortgage Trust 2016-C33	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan

Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Borrower
    Name	 	Sponsor
    Name	 	Servicing
    

    Fee Rate
	44	 	WFB	 	North
    Tech Business Park	 	MKD
    North Tech, LLC	 	MKD
    Investments, L.P.	 	0.0050%
	45	 	LCF	 	Hampton
    Inn Canton	 	Yagnapurush,
    LLC	 	Vikram
    D. Patel and Jagdish B. Patel	 	0.0050%
	46	 	WFB	 	Security
    Public Storage - Glendora	 	Security
    Public Storage - Glendora LLC	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	47	 	WFB	 	Security
    Public Storage - Sparks	 	Security
    Public Storage - Sparks LLC	 	Michael
    Orwitz, individually and as Trustee of the Michael Orwitz Living Trust; Michael B. Eisler; Michael Bradley Eisler as Trustee
    of the Michael Bradley Eisler Revocable Trust	 	0.0050%
	48	 	NCB	 	Imperial
    Owners Corp.	 	Imperial
    Owners Corp.	 	NAP	 	0.0800%
	49	 	RMF	 	Walgreens
    Sheridan	 	WAG
    Sheridan LLC	 	Ann
    McPherson; Ann McPherson Trust	 	0.0050%
	50	 	CIIICM	 	Summerville
    MHP	 	Summerville
    Hayes, LLC	 	Rudy
    Colombini	 	0.0050%
	51	 	LCF	 	Best
    Western Lake Charles	 	Shiv
    Ganesh, LLC	 	Rajesh
    Patel, Jignesh Patel, Pinu Patel, Sandipkumar Patel and Ankur Patel	 	0.0050%
	52	 	NCB	 	East
    10th St. Owners Corp.	 	East
    10th St. Owners Corp.	 	NAP	 	0.0800%
	53	 	CIIICM	 	Glenwood
    Village MHC	 	NE
    Ohio Holdings, LLC	 	Mark
    Coleman	 	0.0050%
	54	 	CIIICM	 	H&H
    Self Storage	 	2711
    Woodruff Road Self Storage, LLC; BLS Upstate Storage, LLC	 	Paul
    E. Walker, Jr.; Franklin F. Adams	 	0.0050%
	55	 	CIIICM	 	Tara
    Oaks Apartments	 	Platinum
    Tara Oaks LP	 	Sean
    M. Greene; Kenrick A. Eyre	 	0.0050%
	56	 	NCB	 	601
    79 Owners Corp.	 	601
    79 Owners Corp.	 	NAP	 	0.0800%
	57	 	WFB	 	Shelby
    Township Center	 	Raronah
    LLC	 	Lloyd
    Shochat; Amy Shochat; Shauna Weinstein; Scott Weinstein; The Shauna Weinstein Trust; and The Lloyad Shochat Trust	 	0.0050%
	58	 	LCF	 	Smoky
    Hill Plaza	 	Smokey
    Hill Crossing LLC	 	Mehran
    Farhadi; Ronco Revocable Trust Dated June 29, 1995; Farhadi Revocable Family Trust Dated December 16, 2009	 	0.0050%
	59	 	CIIICM	 	Picture
    Ranch MHP	 	Picture
    Ranch, LLC	 	John
    Brierton; Jeanne Brierton; The Brierton Family Trust Dated March 21, 1996	 	0.0050%
	60	 	RMF	 	Austin
    Manor MHC	 	NLP
    Acquisition Limited Partnership III	 	Richard
    A. Placido	 	0.0825%
	61	 	RMF	 	Jasper
    Center	 	JK
    Jasper LLC	 	Jakob
    Kaiser	 	0.0050%
	62	 	RMF	 	Space
    Place - Columbia	 	Prime
    Storage Newland, LLC	 	Robert
    Moser; Robert Morgan	 	0.0050%
	63	 	CIIICM	 	Garden
    Acres MHP	 	High
    Chaparral Estates, LLC	 	Irene
    Levi	 	0.0050%
	64	 	NCB	 	33
    Greene Street Corp.	 	33
    Greene Street Corp.	 	NAP	 	0.0800%
	65	 	RMF	 	Country
    Inn & Suites Richmond	 	Mars
    Partnership LLC	 	Sunil
    S. Mehta; Nisha Mehta	 	0.0050%
	66	 	CIIICM	 	Quality
    Pines MHC	 	Quality
    Pines MHP LLC	 	Rohit
    Jindal	 	0.0050%
	67	 	WFB	 	Kroger
    Shops	 	Shore
    Drive Retail LLC	 	Robert
    Stanton 	 	0.0825%
	68	 	NCB	 	Greenwich
    33 Apartment Corp.	 	Greenwich
    33 Apartment Corp.	 	NAP	 	0.0800%
	69	 	NCB	 	Willow
    House Owners Corp.	 	Willow
    House Owners Corp.	 	NAP	 	0.0800%
	70	 	CIIICM	 	The
    Storehouse Self-Storage	 	Storehouse
    SS, LLC	 	Douglas
    A. Dattilo	 	0.0050%
	71	 	NCB	 	Stewart
    Franklin Owners Corp.	 	Stewart
    Franklin Owners Corp.	 	NAP	 	0.0800%
	72	 	NCB	 	11194
    Owners Corp.	 	11194
    Owners Corp.	 	NAP	 	0.0800%
	73	 	RMF	 	Walgreens
    Avondale	 	530
    Howard Street Associates, L.P.	 	Peter
    Sullivan	 	0.0050%
	74	 	NCB	 	Ansley
    South Cooperative, Inc.	 	Ansley
    South Cooperative, Inc.	 	NAP	 	0.0800%
	75	 	NCB	 	River
    Road Apartment Corp.	 	River
    Road Apartment Corp.	 	NAP	 	0.0800%
	76	 	LCF	 	Family
    Dollar- Albion	 	LFD
    Albion PA LLC	 	Ladder
    Capital CRE Equity LLC	 	0.0050%
	77	 	LCF	 	Family
    Dollar- Rural Retreat	 	LFD
    Rural Retreat VA LLC	 	Ladder
    Capital CRE Equity LLC	 	0.0050%
	78	 	LCF	 	Family
    Dollar- Mt Vernon	 	LFD
    Mt Vernon AL LLC	 	Ladder
    Capital CRE Equity LLC	 	0.0050%
	79	 	NCB	 	West
    12th Street Tenants Corp.	 	West
    12th Street Tenants Corp.	 	NAP	 	0.0800%


 






    	 	B-23	 



     

    

 






 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association


			as Certificate Registrar






Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – Wells Fargo Commercial Mortgage Trust 2016-C33


[OR OTHER CERTIFICATE REGISTRAR]



 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor,
J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage
Pass-Through Certificates, Series 2016-C33



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the
“Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of
Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit C-1



    	 



    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.             Check one of the
following:*


 


☐           The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able
to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


☐           The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.


 


2.          The Purchaser’s
intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for
resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of
a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable
to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act,
(y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted
transactions) as expressed herein.


 





 


 

*
Purchaser must select one of the following two certifications.


 






    	Exhibit C-2



    	 



    

 


3.             The Purchaser has
reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.             The Purchaser acknowledges
that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered or qualified under
the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates cannot be reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


5.             The Purchaser hereby
undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate
or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory
thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and
future.


 


6.             The Purchaser will
not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the
Pooling and Servicing Agreement.


 


7.             Check one of the
following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such
Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
(with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of the Certificates and state that interest and original issue discount on
the Certificates and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
[as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification


 





 


 





** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 











    	Exhibit C-3



    	 



    

 


expires
or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.            Please make all
payments due on the Certificates:****


 


☐          (a)           by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	 	 	 
	Bank:	 	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 



 


☐          (b)           by
mailing a check or draft to the following address:


 


	 
	 
	 



 


9.           If the Purchaser
is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for
U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.





	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]




 


 


 


**** Only to be filled out by Purchasers of
Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available
if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable,
of at least U.S. $5,000,000.


 






    	Exhibit C-4



    	 



    

 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:


 






    	Exhibit C-5



    	 



    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2016-C33


[OR OTHER CERTIFICATE REGISTRAR]




		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of March 1, 2016, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	)







 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I am a [______]
of [______] (the “Purchaser”), on behalf of
which I have the authority to make this affidavit.


 


2.          The Purchaser is
acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits
(each, a “REMIC”) designated as the (i) 
“Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The Purchaser is
not a “Disqualified Organization” (as defined
below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with
a view to the transfer of direct or indirect record or beneficial ownership


 






    	Exhibit D-1-1



    	 



    

 


thereof,
to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any
of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any
organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United
States,” “State” and “international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions.


 


4.          The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The Purchaser is
a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


6.          No purpose of the
acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The Purchaser will
not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check the applicable
paragraph:


 


☐          The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)          the present value
of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the present value
of the expected future distributions on such Class R Certificate; and


 






    	Exhibit D-1-2



    	 



    

 


(iii)        the present
value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐          The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the Purchaser
is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)        at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)        the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


9.          The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The Purchaser
understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by
such Certificate.


 


11.        The Purchaser
is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    	Exhibit D-1-3



    	 



    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.          The Purchaser
represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.          The Purchaser
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The Purchaser
has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The Purchaser
consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and “partnership
representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit D-1-4



    	 



    

 



On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.





	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________







 


[SEAL]


 


My Commission expires:


	 






 






    	Exhibit D-1-5



    	 



    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS


OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo
Center


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2016-C33


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)          No purpose of
the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)          The Transferor
understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)          The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that


 






    	Exhibit D-2-1



    	 



    

 


the
Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United
States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit D-2-2



    	 



    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	 
	 	 	 
	 	[[General][NCB] 	 
	 	Master Servicer] 

[[General][NCB] 

Special Servicer] 

Loan No.:	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	

Address:	
        9062 Old Annapolis
Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

        Wells Fargo Commercial Mortgage
        Trust 2016-C33

         

	 	Custodian/Trustee 

Mortgage File No.:	 
	 
	Depositor
	 
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	
        c/o Wells Fargo Securities,
        LLC

        375 Park Avenue, 2nd Floor, J0127 023

        New York, New York 10152

        Attention: A.J. Sfarra

        
	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33


 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust,
National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo Commercial Mortgage Trust 2016-C33,
Commercial Mortgage Pass-Through Certificates, Series 2016-C33, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of March 1,


 






    	Exhibit E-1



    	 



    

 


2016,
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the
“Pooling and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 







 



The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of
the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered
by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [[General][NCB] Master
Servicer] [[General][NCB] Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents
or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)          The [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor no longer
exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have
been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The Documents
and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB] Master Servicer]
[[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB] Master
Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the [Master
Servicer’s] [Special Servicer’s] possession, custody or control.


 






    	Exhibit E-2



    	 



    

 





	 	 	 
	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    	Exhibit E-3



    	 



    

 



 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS) –


Wells Fargo Commercial Mortgage Trust
2016-C33


			[OR OTHER CERTIFICATE REGISTRAR]



 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate Balance] in the Wells Fargo Commercial Mortgage Trust
2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33, Class [X-G][E][F][G] Certificates issued pursuant to
that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.          The Purchaser is not and
will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no
election has been made under Section 410(d) of the Code, or any other plan subject to any federal, state or local law (“Similar
Law”)


 






    	Exhibit F-1-1



    	 



    

 


which
is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a
person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law
purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The Purchaser understands
that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee
and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Initial Purchasers,
the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date: _________


 






    	Exhibit F-1-2



    	 



    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and class V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS) –


Wells Fargo Commercial Mortgage Trust
2016-C33


			[OR OTHER CERTIFICATE REGISTRAR]



 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, [Class R][Class V] Certificates (the “[Class R][Class V] Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class V] Certificate, the Purchaser is
not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or (b) any person acting on behalf of any such Plan
or using


 



    	Exhibit F-2-1



    	 



    




 


the
assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
to purchase such [Class R][Class V] Certificate.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _______


 






    	Exhibit F-2-2



    	 



    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 



    	Exhibit G-1



    	 



    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2016-C33, its successors
and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory
Note (the “Mortgage Note”), for each of the Mortgage
Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies,
certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral
arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together
with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument
and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	 	[NAME OF CURRENT ASSIGNOR]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit H-1



    	 



    




 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such
Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:





 


 



 


		*	Select appropriate depository.



 








    	Exhibit I-1



    	 



    




 


(1)          the offer of the Certificates
was not made to a person in the United States;


 


[(2)         at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


	cc:    Wells Fargo Commercial Mortgage Securities, Inc.	 



 





 



 


**      Insert one of these two provisions, which come from the
definition of “offshore transaction” in Regulation S.


 



    	Exhibit I-2



    	 



    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States,


 






    	Exhibit J-1



    	 



    

 


[(2)     
   at the time the buy order was originated, the transferee was outside the United States or the Transferor
and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


	cc:    Wells Fargo Commercial Mortgage Securities, Inc.	 



 


 



 


*       Insert one of these two provisions, which come from the
definition of “offshore transaction” in Regulation S.


 








    	Exhibit J-2



    	 



    




 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 








 



 


*     Select appropriate depository.


 



    	Exhibit K-1



    	 



    




 


Rule
144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


	cc:     Wells Fargo Commercial Mortgage Securities, Inc.	 


 






    	Exhibit K-2



    	 



    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring a
beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 


 



 


*     Select, as applicable.


 



    	Exhibit L-1



    	 



    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	Dated:______________
	 	 	
	 	By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 



    	Exhibit L-2



    	 



    




 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States;


 


 



 


*     Select
appropriate depository.


 



    	Exhibit M-1



    	 



    

 


[(2)         at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: ________


 


	cc:     Wells Fargo Commercial Mortgage Securities, Inc.	 


 


 



 


**     Insert one of these two provisions, which come from the
definition of “offshore transaction” in Regulation S.


 



    	Exhibit M-2



    	 



    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS) 


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States,


 






    	Exhibit N-1



    	 



    

 


[(2)         at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


	cc:    Wells Fargo Commercial Mortgage Securities, Inc.	 




 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	Exhibit N-2



    	 



    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


Wells Fargo Commercial Mortgage Trust
2016-C33


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






    	Exhibit O-1



    	 



    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


	cc:     Wells Fargo Commercial Mortgage Securities, Inc.	 




 



    	Exhibit O-2



    	 



    





 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is a
Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment
advisor or manager or other representative of the foregoing).


 


2.          The undersigned is neither
the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that the
undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.          The undersigned is
not a Borrower Party.


 


5.          The undersigned is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from


 






    	Exhibit P-1A-1



    	 



    

 


its
accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is
subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	Exhibit P-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop 	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager	 	
        Wells Fargo Bank, National
Association

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

	 	 	 
	
        Park Bridge Lender Services
LLC 

        41 Watchung Plaza, Suite 250 

        Montclair, New Jersey 07042

        Attention: WFCM 2016-C33 – Surveillance Manager (with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(WFCM 2016-C33)

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-C33	 	 


 

		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations


 






    	Exhibit P-1B-1



    	 



    

 


Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the
Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The undersigned has received
a copy of the Prospectus.


 


3.          The undersigned is
not a Borrower Party.


 


4.          The undersigned is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At any time the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 






    	Exhibit P-1B-2



    	 



    

 


8.          [For use with any party
other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	Exhibit P-1B-3



    	 



    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2016-C33 Asset Manager


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned is a
Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment
advisor or manager or other representative of the foregoing).


 


2.             The undersigned is neither
the Directing Certificateholder nor a Controlling Class Certificateholder.


 






    	Exhibit P-1C-1



    	 



    

 


3.             In the case that the
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.             The undersigned is
a Borrower Party.


 


5.             The undersigned is requesting
access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration of the disclosure to
the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution Date Statement
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	Exhibit P-1C-2



    	 



    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop 	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager	 	
        Wells Fargo Bank, National
Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33 

	 	 	 
	
        Park Bridge Lender Services
LLC 

        41 Watchung Plaza, Suite 250 

        Montclair, New Jersey 07042 

        Attention: WFCM 2016-C33 – Surveillance Manager (with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM
        2016-C33)

         

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-C33	 	 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations


 






    	Exhibit P-1D-1



    	 



    

 


Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The undersigned is
a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.          The undersigned has received
a copy of the Prospectus.


 


4.          Except with respect to
the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned hereby
acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling
and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund


 






    	Exhibit P-1D-2



    	 



    

 


for
any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent the undersigned
receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned hereby
certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


10.        Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	Exhibit P-1D-3



    	 



    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


 


[Date]


 


	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop 	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager	 	
        Wells Fargo Bank, National
Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33 

	 	 	 
	
        Park Bridge Lender Services
LLC 

        41 Watchung Plaza, Suite 250 

        Montclair, New Jersey 07042 

        Attention: WFCM 2016-C33 – Surveillance Manager (with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(WFCM 2016-C33) 

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-C33	 	 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class Certificates



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2016-C33, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    	Exhibit P-1E-1



    	 



    

 


1.          The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of
the date hereof.


 


2.          The undersigned has become
a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As of the date above,
the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees
hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling
Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.          Except with respect to
the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in


 






    	Exhibit P-1E-2



    	 



    

 


part;
provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned hereby
acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling
and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent the undersigned
receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned hereby
certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.        The undersigned is simultaneously
providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement, requesting
termination of access to any Excluded Information. The undersigned acknowledges that it is not


 






    	Exhibit P-1E-3



    	 



    

 


permitted
to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on
the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling
and Servicing Agreement.


 


11.          The undersigned agrees
to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and
the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph
2 above.


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated: _______





cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    	Exhibit P-1E-4



    	 



    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING
CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

	 
	
        with a copy to:

         

        Wells Fargo Bank, National
Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention: Wells Fargo Commercial Mortgage Trust Series 2016-C33



 

		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33



 


In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned is [the Directing Certificateholder][the
Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.


 


2.          The undersigned has become a Borrower Party
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class
Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	Exhibit P-1F-1



    	 



    

 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2016-C33 securitization should be revoked as to such users: 





	 	 
	 	 
	 	 
	 	 




 


4.          The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class Holder
with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of the related
Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling
and Servicing Agreement.


 


Capitalized terms used but not defined herein have
the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: _______


  


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 





	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator
	 	 
	Name:	 
	Title:	 







 






    	Exhibit P-1F-2



    	 



    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop 	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager	 	
        Wells Fargo Bank, National
Association

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C33 

	 	 	 
	
        Park Bridge Lender Services LLC

        41 Watchung Plaza, Suite 250 

        Montclair, New Jersey 07042 

        Attention: WFCM 2016-C33 – Surveillance Manager (with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	 	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(WFCM 2016-C33) 

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-C33	 	 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33, Class [__] Certificates



 


In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned has been
appointed to act as the Directing Certificateholder.


 


2.          The undersigned is
not a Borrower Party.


 






    	Exhibit P-1G-1



    	 



    

 


3.          If the undersigned becomes
a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For use with any party
other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated: _______ 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    	Exhibit P-1G-2



    	 



    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C33


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 _____________________________



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall be deemed
to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


 






    	Exhibit P-2-1



    	 



    

 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-2-2



    	 



    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors,
guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other
information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or other facts
with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:


 


was or becomes generally available
to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other
than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of
this Confidentiality Agreement;


 


was or is lawfully obtained
by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under no
obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the information
as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you are
aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing Entity,
you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before,
on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    	Exhibit P-2-3



    	 



    

 


disclose the Confidential
Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors
(each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential
Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information
to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO
Representative will act in accordance with this Confidentiality Agreement;


 


solely to the extent
required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s
password protected website; and


 


use information derived
from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential
Information.


 


Disclosures Required by Law. If you or any
NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand, request
for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or otherwise)
to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as practicable
(except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical
and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information
has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that
confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court or
other governmental or regulatory authority to do so, and provided that you been informed by written notice that the related Furnishing
Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential
Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a
protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each
Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be
accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity;
provided, however, that in no event shall the NRSRO be required to take a position that such information should be
entitled to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds
in obtaining a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential
Information, at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant
Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only
such information as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to
the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may
be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    	Exhibit P-2-4



    	 



    

 


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


 






    	Exhibit P-2-5



    	 



    

  


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C33


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 _____________________________



 


This Certification has been prepared for provision
of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at
ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited or Thomson Reuters Corporation,
a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental
notices on www.ctslink.com (“CTSLink”) by request of
the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicers, the Special Servicers, the 



 






    	Exhibit P-3-1



    	 



    

 


Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-3-2



    	 



    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and
as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as
Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian
has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause
(xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage
File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be executed
and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    	Exhibit Q-1



    	 



    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE
ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com 


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295 


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller 


Telecopy number: (305) 229-6425 


Email: liat.heller@rialtocapital.com


 






    	Exhibit Q-2



    	 



    

 


with a copy to: 


Attention: Jeff Krasnoff 


Telecopy number: (305) 229-6425 


Email: jeff.krasnoff@rialtocapital.com 


 


with a copy to: 


Attention: Niral Shah 


Telecopy number: (305) 229-6425 


Email: niral.shah@rialtocapital.com


 


with a copy to: 


Attention: Adam Singer 


Telecopy number: (305) 229-6425 


Email: adam.singer@rialtocapital.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager 


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2016-C33 


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C33 


 


Rialto CMBS IX, LLC, c/o Rialto Capital Management
LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 






    	Exhibit Q-3



    	 



    

 


Rialto CMBS IX, LLC, c/o Rialto Capital Management
LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 






    	Exhibit Q-4



    	 



    

 


  


 


 






EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICERS


 


RECORDING REQUESTED BY:


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2016-C33 Asset Manager

Telecopy Number: (704) 715-0036] 


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 





	SPACE ABOVE THIS LINE FOR RECORDER’S
USE






  


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2016-C33, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of March 1, 2016 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and as NCB special servicer, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), the Trustee, and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer hereby constitutes and appoints the [General][NCB] Master Servicer,
by and through the [General][NCB] Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Master Servicer and all properties (“Mortgaged Properties”)
administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in
items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such


 






     Exhibit R-1-1


    	 



    




 


documents are required or permitted under the Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 


3.          The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The
completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.          The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.          The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 






     Exhibit R-1-2


    	 



    




 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.          With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.         The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.         The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 






     Exhibit R-1-3


    	 



    




 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement, the [General][NCB]
Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee,
under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers
of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s attorneys-in-fact
shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding in
the name


 






     Exhibit R-1-4


    	 



    




 


of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward a copy of same
to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the [General][NCB] Master Servicer under the Agreement or to allow the
[General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 


The [General][NCB] Master
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C33 has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory
this ___________ day of ____________.


 


 








	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C33
	 	 
	 	By:	 
	 	 	Name:
Title:
	 	 	 









	 	 	Prepared by:
	 	 		 
	 	 	 	Name:








     Exhibit R-1-5


    	 



    




 


	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 






 






     Exhibit R-1-6


    	 



    




 





	STATE OF DELAWARE	)
	 	)       ss.:
	COUNTY OF 	)








 


On __________________,
before me, _________________________ Notary Public, personally appeared _______________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal. 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 


 






     Exhibit R-1-7


    	 



    

  


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICERS


 


RECORDING REQUESTED BY: 


 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(WFCM 2016-C33)] 


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 





	SPACE ABOVE THIS LINE FOR RECORDER’S
USE





  


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of March 1, 2016 (the “Agreement”) by and among Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Wells
Fargo Bank, National Association, as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, relating to the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33, hereby constitutes and appoints the [General][NCB] Special Servicer, by and through the [General][NCB]
Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the [General][NCB] Special Servicer and all properties (“REO Properties”) administered by the [General][NCB]
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and REO Properties; provided, however, that the documents described below may only be executed
and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. 


 






     Exhibit R-2-1


    	 



    




 


Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.








 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.








 





		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.





  


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.





 





		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.





  


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



  


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



  


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such 



  






     Exhibit R-2-2


    	 



    




 


			eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;





 


		b.	the preparation and issuance of statements of breach or non-performance;





 


		c.	the preparation and filing of notices of default and/or notices of sale;



 




		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;





 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 




		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 



		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



  


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.h. above.



  


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



  


		a.	listing agreements;



 




		b.	purchase and sale agreements;



 





		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;






  






     Exhibit R-2-3


    	 



    

 


 


		d.	escrow instructions; and





  


		e.	any and all documents necessary to effect the transfer of property.



  


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



  


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



  


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the [General][NCB]
Special Servicer’s duties and responsibilities under the Agreement.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the


 






     Exhibit R-2-4


    	 



    




 


undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the [General][NCB] Special Servicer
has the power to delegate its rights or obligations under the Agreement, the [General][NCB] Special Servicer also has the power
to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,
for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact
as are necessary for such purpose. The [General][NCB] Special Servicer’s attorneys-in-fact shall have no greater authority
than that held by the [General][NCB] Special Servicer.


  


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the [General][NCB] Special Servicer the power to initiate or defend any suit,
litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the
[General][NCB] Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the [General][NCB] Special Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend the
powers granted to the [General][NCB] Special Servicer under the Agreement or to allow the [General][NCB] Special Servicer to take
any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


  


The [General][NCB] Special Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the [General][NCB]
Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or
the earlier resignation or removal of the Trustee under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 






     Exhibit R-2-5


    	 



    




  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C33, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National
Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C33
	 	 
	 	By:	 
	 	 	Name:
Title:








	 	 		 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 








 






     Exhibit R-2-6


    	 



    




 





	STATE OF DELAWARE	)
	 	)       ss.:
	COUNTY OF 	)








 


On __________________,
before me, _________________________ Notary Public, personally appeared _______________________, who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal.


 





	 	 
	


Notary signature

	


  



     Exhibit R-2-7


    	 



    










  


EXHIBIT S


 


INITIAL COMPANION HOLDERS  


 


	Loan	Companion Holder
	Sanofi Office Complex Whole Loan	
        NOTE A-1-A, NOTE A-1-B,
        NOTE A-2-A, NOTE A-2-B, NOTE A-3-A AND NOTE A-4-A 

         

        Ladder Capital Finance LLC

         

        NOTICE ADDRESS:

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Pamela McCormack

        E-mail: pamela.mccormack@laddercapital.com

        

        with a copy to:

        

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Robert Perelman

        E-mail: robert.perelman@laddercapital.com

         

        NOTE A-3-B and NOTE A-4-B

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        Fax number: (212) 834-6029

        

        with a copy to:

        

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Attention: Bianca A. Russo, Esq.

        Fax number: (917) 464-6116

         



 


     Exhibit S-1


    	 



    


 


EXHIBIT T


 


FORM OF NOTICE FOR NON-SERVICED MORTGAGE
LOAN


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-225L Asset Manager

Facsimile Number: (704) 715-0036

Email: aldrin.buenaventura@wellsfargo.com


 


VIA EMAIL


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33,

Commercial Mortgage Pass-Through Certificates, Series 2016-C33



 


Ladies and Gentlemen:


 


As
you know, Wells Fargo Bank, National Association, acts as the servicer (the “Lead Servicer”)
for the whole loan secured by the mortgaged property identified as 225 Liberty Street (the “Subject Whole Loan”)
under the trust and servicing agreement relating to 225 Liberty Street Trust 2016-225L (the “Lead TSA”). This
is to inform you that Note A-1F of the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred
to Wells Fargo Commercial Mortgage Trust 2016-C33 pursuant to that certain Pooling and Servicing Agreement, dated March 1, 2016
(the “2016-C33 Pooling Agreement”) by and among Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity,
the “2016-C33 General Master Servicer”), Rialto Capital Advisors, LLC,
as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “2016-C33 Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “2016-C33 Trustee”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that the 2016-C33 Trustee
is the holder of the Subject Mortgage Loan.


 


The
undersigned, as 2016-C33 Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole
Loan, to remit to the 2016-C33 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the
case may be, to the 2016-C33 Master Servicer all reports, statements, documents, communications, and other information that are
to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor
Agreement (as such term is defined in the 2016-C33 Pooling Agreement) and the Lead TSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2016-C33 Pooling Agreement) under the 2016-C33 Pooling
Agreement.


 


Thank you for your attention
to this matter.


 






     Exhibit T-1


    	 



    




 


Date:_________________________


 





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33
	 	 
	 	By:	 
	 	 	Name:
Title:


  



     Exhibit T-2


    	 



    




   


EXHIBIT U





 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN 


 


		To:	DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com



 





Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	[Wells Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as [General][NCB] Master Servicer
under the Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, NCB Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






     Exhibit U-1


    	 



    




 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

            ____________________



 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As [General][NCB] Master
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)     Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____   a full defeasance
of the entire principal balance of the Mortgage Loan; or


 


____   a partial
defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________
or _______% of the entire principal balance of the Mortgage Loan;


 


(b)     Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)         The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)        The
defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)      The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in accordance
with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






     Exhibit U-2


    	 



    




 


(v)       The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)      The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.





 


(vii)     The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)    The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4)
months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar
or fiscal year will not


 






     Exhibit U-3


    	 



    




 


exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)        The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)        Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)        Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






     Exhibit U-4


    	 



    

  


IN WITNESS WHEREOF,
the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned above. 


 


	 	

                                                                       [________________]

                                         as [General][NCB] Master Servicer

	 	 
	 	By:	 
	 	 	Name:
Title:





  



     Exhibit U-5


    	 



    




  


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
March 1, 2016 (the “Pooling and Servicing Agreement”).

Transaction: Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33

Operating Advisor: Park Bridge Lender Services LLC

[General Special Servicer: Rialto Capital Advisors, LLC]

[NCB Special Servicer: National Cooperative Bank, N.A.]

Directing Certificateholder: [______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         [General][NCB] Special Servicer has notified the Operating Advisor that [·]
                                         Specially Serviced Loans were transferred to special servicing in the prior calendar
                                         year [INSERT YEAR].



 


		a.	[·]
of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special Servicer as part of the development of
an Asset Status Report.



 


		b.	Asset Status Reports were issued with
respect to [·] of such
Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report
has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive
                                         Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the [General][NCB] Special Servicer’s operational activities to service certain Specially Serviced Loans
in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are
material violations of the [General][NCB] Special Servicer’s compliance with its obligations under the Pooling and Servicing
Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].





 


 






 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 






     Exhibit V-1


    	 



    




 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the [General][NCB]
Special Servicer’s assessment of compliance report, attestation report by a third party regarding the [General][NCB] Special
Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction calculations and [LIST
OTHER REVIEWED INFORMATION] for the following [·]
Specially Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the [General][NCB] Special
Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports
(including related net present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Loans
should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each
page of the [General][NCB] Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer
the quantitative aspects of their net present value calculator, visit any property, visit the [General][NCB] Special Servicer,
visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations
and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The Operating Advisor reviewed the following
items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor
consulted with the [General][NCB] Special Servicer regarding its strategy plan for a limited number of issues related to the following
Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended
alternative courses of action to the extent it deemed such observations and recommendations appropriate. The [General][NCB] Special
Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].



 


		3.	Appraisal Reduction calculations and net
present value calculations:



 


		4.	The
Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the [General][NCB] Special Servicer’s
determination of what course of action to take in connection with the workout or



 






     Exhibit V-2


    	 



    




 


			liquidation
                                         of a Specially Serviced Loan prior to the utilization by the [General][NCB] Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations,
such inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of
certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented
herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate
in, or have access to, the [General][NCB] Special Servicer’s and Directing Certificateholder’s discussion(s) regarding
any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly.
As such, the Operating Advisor generally relied upon the information delivered to it by the [General][NCB] Special Servicer as
well as its interaction with the [General][NCB] Special Servicer, if any, in gathering the relevant information to generate this
report.



 


		2.	The [General][NCB] Special Servicer has
the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations
limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the [General][NCB]
Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under
the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor
is given access to by the [General][NCB] Special Servicer.



 


		4.	There are many tasks that the [General][NCB]
Special Servicer undertakes on an on-going basis related to Specially Serviced Loans. These include, but are not limited to, assumptions,
ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions
regarding such actions. As such, Operating Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance
with respect to those types of actions.



 






     Exhibit V-3


    	 



    




 


		5.	The Operating Advisor is not empowered to
speak with any investors directly. If the investors have questions regarding this report, they should address such questions to
the Certificate Administrator through the Certificate Administrator’s Website.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 






     Exhibit V-4


    	 



    

  


EXHIBIT W 


 


Form
of Notice from Operating Advisor Recommending Replacement of [GENERAL][ncb] Special Servicer


  


Wilmington Trust, National Association

  as Trustee

1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee WFCM 2016-C33

Telecopy number: (302) 630-4140


  


Wells Fargo Bank, National Association
  as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C33

Telecopy Number: (410) 715-2380


  


[Rialto Capital Advisors,
LLC 


as General Special Servicer 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C33)]


  


[National Cooperative Bank, N.A.


as NCB Special Servicer

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


  


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33,

Recommendation of Replacement of [General][NCB] Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special


 






     Exhibit W-1


    	 



    




 


Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33 (the “Certificates”) regarding the replacement of the [General][NCB] Special Servicer. Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


Based upon our review
of the [General][NCB] Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [Rialto Capital Advisors, LLC][National Cooperative Bank, N.A.],
in its current capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting
in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Rialto Capital Advisors, LLC][National Cooperative Bank, N.A.] be removed as [General][NCB]
Special Servicer and that [________] be appointed its successor in such capacity. 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


  


Dated:


 



     Exhibit W-2


    	 



    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C33)]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 


		Re:	Access
                                         to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-C33



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto”)/National
Cooperative Bank, N.A. (“NCB”)] understands that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose
shall not include the use or disclosure of the Confidential Information 


 






     Exhibit X-1


    	 



    

 


[_____] [__], 20[__]

Page 2


  


(as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo/Rialto/NCB] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/Rialto/NCB]
by third parties, (b) may not have been verified by [Wells Fargo/Rialto/NCB], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/Rialto/NCB], the [“General Master Servicer”/”NCB Master Servicer”/”General
Special Servicer”/”NCB Special Servicer”] (as defined in the Pooling and Servicing Agreement) and
its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells
Fargo/Rialto/NCB]’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding
the foregoing, the following will not constitute “Confidential Information”
for purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from
[Wells Fargo/Rialto/NCB]; (b) information that is obtained by Company from a third person who, insofar as is known to Company,
is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/Rialto/NCB];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently developed
by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/Rialto/NCB]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo/Rialto/NCB]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information available
on the applicable [____] system or any successor or replacement system (“System”).
[Wells Fargo/Rialto/NCB] may cease or defer providing the Company with Confidential Information in the event that (a) the Company
or its Representatives violate any provision hereof, or (b) [Wells Fargo/Rialto/NCB] determines (in its sole discretion) that
such termination is necessary for any reason, including its determination that such action is required pursuant to the terms of
the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/Rialto/NCB] shall
cease to provide the Company with Confidential Information if [Wells Fargo/Rialto/NCB] has actual knowledge that the Company or
its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/Rialto/NCB] determines that
the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing standards
as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection
of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential Information.
[Wells Fargo/Rialto/NCB]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 






     Exhibit X-2


    	 



    

  


[_____] [__], 20[__]

Page 3


  


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/Rialto/NCB] intends at all times to comply with the terms and provisions of
the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo/Rialto/NCB]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






     Exhibit X-3


    	 



    

  





Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein. 


		 	 
	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:]



 





	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:




   



     Exhibit X-4


    	 



    





 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION






 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into
the above-referenced Trust, certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2016-C33 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Rialto Capital Advisors,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer and (B) Trimont Real Estate Advisors, LLC, as Non-Serviced Special Servicer, Citibank, N.A. as Non-Serviced Certificate
Administrator and Wilmington Trust, National Association, as Non-Serviced Trustee of the 225 Liberty Street Mortgage Loan.]


 



    	Exhibit Y-1



    	 



    

 


	Date:	 	 



 


	President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the depositor)	 



 



    	Exhibit Y-2



    	 



    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (the
“Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of March 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
NCB Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB
special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as
trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, certifies to [_______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates,
to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 



    	Exhibit Z-1-1



    	 



    

 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Depositor, the
Trustee and/or the Custodian.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]




 



    	Exhibit Z-1-2



    	 



    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer][NCB COOPERATIVE BANK, N.A., as
NCB Master Servicer] under that certain Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), NCB Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer
(in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] Master Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the Relevant Period, all servicing information and all
reports (the “Servicer Reports”) required to be submitted
by the [General][NCB] Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form
10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by each
Special Servicer in the special servicer backup certificate delivered by each Special Servicer relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion on Form 10-K pursuant



 



    	Exhibit Z-2-1



    	 



    

 





		 	to Item 1123 of Regulation AB with respect to the [General][NCB] Master
Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Master Servicer under Section 11.09
of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Master Servicer’s assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Master Servicer for asset-backed securities with respect to the [General][NCB] Master Servicer or any Servicing Function Participant
retained by the [General][NCB] Master Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the [General][NCB] Special Servicer, but other than a Sub-Servicer, Additional Servicer or
any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the [General][NCB] Master
Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports
that is in turn dependent upon information provided by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement.
Solely with respect to the completeness of information and reports, I do not certify anything other than that all fields of information
called for in written reports prepared by the [General][NCB] Master Servicer have been properly completed and that any fields that
have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 



    	Exhibit Z-2-2



    	 



    

 





	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 



    	Exhibit Z-2-3



    	 



    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________ ] of [RIALTO CAPITAL ADVISORS, LLC][NATIONAL COOPERATIVE BANK, N.A.] as [General][NCB] Special Servicer under
that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB
Master Servicer”) and as NCB special servicer (in such capacity, the “NCB
Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
on behalf of the [General][NCB] Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the [General][NCB] Special Servicer pursuant to the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form
10-D or Form 8-K have been submitted by the [General][NCB] Special Servicer to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the
annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of
the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the [General][NCB]
Special Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Special Servicer under
Section 11.09 of the Pooling and Servicing Agreement, the



 



    	Exhibit Z-3-1



    	 



    

 





			[General][NCB] Special Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Special Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant
Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued
or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Special Servicer for asset-backed securities with respect to the [General][NCB] Special Servicer or any Servicing Function Participant
retained by the [General][NCB] Special Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	[General][NCB] Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit Z-3-2



    	 



    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (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 March 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), Rialto Capital Advisors, LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special
Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION



 



    	Exhibit Z-4-1



    	 



    

 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-4-2



    	 



    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor under
that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), Rialto Capital Advisors, LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services LLC, as Operating
Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master
Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
“Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor
Periodic Information”) have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 



    	Exhibit Z-5-1



    	 



    

 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	PARK BRIDGE LENDER SERVICES
LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 



    	Exhibit Z-5-2



    	 



    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (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 March 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [______], Wells Fargo
Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information is
within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent
that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-6-1



    	 



    

 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C33 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of [______] (the “Asset Representations Reviewer”)
as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and Park
Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the General Master Servicer,
the NCB Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the
“Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer
to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable,
for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 



    	Exhibit Z-7-1



    	 



    

 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	PARK BRIDGE LENDER SERVICES
LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-7-2



    	 



    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by either Master Servicer or either Special Servicer.


 


	Servicing
    Criteria 	applicable

    Servicing

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        General Master
Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        General Master
Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
Master Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
Administrator

        General Master
Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        General Master
Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are 	Certificate
    Administrator



 



    	Exhibit AA-1



    	 



    

 


	 	Servicing
    Criteria 	APPLICABLE

    Servicing

    Criteria
	Reference	Criteria	 
	 	made
    only by authorized personnel.	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
(as applicable)1

        General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

        General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
        Administrator

        General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        General Master Servicer

        NCB Master
Servicer



 





 



 


1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the
applicable calendar year.


 



    	Exhibit AA-2



    	 



    

 





			General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        General Master Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	General Master
        Servicer

        NCB Master
        Servicer

	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General Master
        Servicer

        NCB Master
        Servicer

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General Master
        Servicer

        NCB Master
        Servicer

        General Special
        Servicer

        NCB Special
        Servicer

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General Special
        Servicer

        NCB Special
        Servicer

        Operating Advisor

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
Master Servicer

        NCB Master
Servicer

        General Special
Servicer

        NCB Special
Servicer

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
Master Servicer

        NCB Master
Servicer

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	General
Master Servicer

        NCB Master
Servicer

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
Master Servicer

        NCB Master
        Servicer

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
Master Servicer

        NCB Master
Servicer

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
Master Servicer

        NCB Master
Servicer

	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
Master Servicer

        NCB Master
Servicer

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 



    	Exhibit AA-2



    	 



    

 


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the General
Master Servicer and the General Special Servicer are the same entity, the General Master Servicer and the General Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 



    	Exhibit AA-3



    	 



    

 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing Agreement)
any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent
such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating statements,
budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of
the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special
Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage
Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the
case may be. For this Series 2016-C33 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


 







	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(13) of Regulation AB
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

        ·     Item
        1121(d) of Regulation AB

        ·     Item
1121(e) of Regulation AB
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         

        ·     Asset
        Representations Reviewer

	Item 2: Legal Proceedings:	·     Each Master Servicer (as to itself)






 



    	Exhibit BB-1



    	 



    

 





	
         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
         

        ·     Each
        Special Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Operating
        Advisor (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds	·     Depositor
	Item 4: Defaults Upon Senior Securities	·     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders	·     Certificate Administrator
	    Item 6: Significant Obligors of Pool
        Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

(a) information shall
be required to be reported only with respect to a party or property (if any) identified as a “significant obligor”
in the Prospectus;

         

        (b) the information to be
reported shall
	
        ·     Each
        Master Servicer (excluding information for which a Special Servicer is the “Party Responsible”)

         

        ·     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)





 



    	Exhibit BB-2



    	 



    

 





	
        consist of such quarterly and annual operating statements, budgets and
        rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of
        the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant
        to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant
        obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is
        required and, if such information for a prior period was required but not previously reported, such information for such prior
        period; and

         

        (c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.
	 
	
        Item 7: Change in Sponsor Interest
        in the Securities:

         

        ·     Item
1124 of Regulation AB.
	·     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider
        Information:

         

        ·     Item
1114(b)(2) and Item 1115(b) of Regulation AB
	·     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K	
        ·     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related





 



    	Exhibit BB-3



    	 



    

 





	Disclosure”.	
        Distribution Date and the preceding Distribution Date)

        ·     Each
        Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

        ·     Each
        Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)
	·     Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders (Exhibit
        No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator

        ·     Depositor

         

        provided that, in each case, that this shall in no event be
        construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in the event any
        reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the
        responsible party.

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	·     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):
	·     The applicable party that is the “Party 




 



    	Exhibit BB-4



    	 



    

 





	Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference
        in the Depositor’s registration statement.
	·     Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	·     Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	·     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is




 



    	Exhibit BB-5



    	 



    

 





	reported as “Additional Form 8-K Disclosure”.	executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.



 



    	Exhibit BB-6



    	 



    

 





 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall
the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to
provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer or such
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2016-C33 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item 1B: Unresolved Staff Comments

        

         
	·     Depositor


 






    	Exhibit CC-1



    	 



    

 


 


	Item 9B: Other Information, but
        only to the extent of any information that meets all the following conditions:

         

        (a) such information constitutes
        “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required
        to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
        reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is
    the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction J(2)(b) (Significant
        Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.

         
	·     The
        applicable Mortgage Loan Seller.

         

	Instruction J(2)(b) (Significant
        Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

         
	·     The
    Depositor	 


 






    	Exhibit CC-2



    	 



    




 


	Instruction J(2)(b) (Significant
        Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required
        to be reported only with respect to a party or property (if any) identified as a “significant obligor” in
        the Prospectus;

         

        (b) the information to be reported
        shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property
        or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the
        case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under
        Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor
        described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim
        period is required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable
        only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	·     Each
        Master Servicer (excluding information for which a Special Servicer is the “Party Responsible”)

         

        ·     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)
	 
	Instruction J(2)(c) (Significant
        Enhancement Provider Information):

         

        ·     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	  

        ·     Depositor



 






    	Exhibit CC-3



    	 



    

 


	Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	·     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)

         

        ·     Trustee/Certificate
        Administrator /each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	Instruction J(2)(e) (Affiliations
        and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if
        existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        (3) the Trust and (4) any other party listed under this item as a “Party Responsible”; provided,
        however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,
	·     Each
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator,
        each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ·     Each
        Special Servicer

        ·     Certificate
        Administrator

        ·     Trustee

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling
        and Servicing Agreement to the effect that such party no longer



 






    	Exhibit CC-4



    	 



    




 


	 

        but only the existence and (if
        existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that
        is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
        length transaction with an unrelated third party (apart from the Series 2016-C33 transaction) between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if
        existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or
        related to the Series 2016-C33 transaction or the Mortgage Loans between itself (that is, the particular “Party
        Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if
	constitutes an originator
        of 10% or more of the assets of the Trust).

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

        ·     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing
        Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10-K is due.



 






    	Exhibit CC-5



    	 



    




 


	it
    was previously reported as “Additional Form 10-K Disclosure”.	 
	Instruction J(2)(e) (Affiliations
        and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if
        existent) how there is any affiliation between itself (that is, the particular “Party Responsible”), on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if
        existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that
        is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
        length transaction with an unrelated third party (apart from the Series 2016-C33 transaction) between itself (that is,
        the particular “Party Responsible”), on the one hand, and any one or more of the parties listed under the
        preceding item as a “Party Responsible”, on the other; provided, however, that a relationship,
        agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the
        two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
        was
	·     The
        Depositor

        ·     Each
        Mortgage Loan Seller



 






    	Exhibit CC-6



    	 



    




 


	previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if
        existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or
        related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is, the particular “Party
        Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
        item as a “Party Responsible”, on the other; provided, however, that a relationship (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         
	 
	Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization,
        arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	Item 15: Exhibits (no. 3):

         

        Articles of incorporation and
        by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor


 






    	Exhibit CC-7



    	 



    




 


	Item 15: Exhibits (no. 4):

         

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	·     Trustee

        ·     Certificate
        Administrator

        ·     Depositor

         

        provided that, in each
        case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
        Servicing Agreement

         

        provided, further, in
        each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
        Administrator, then the Depositor shall be the responsible party.

	Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No.
        10 of Item 601 of Regulation S-K)
	·     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.
	Item 15: Exhibits (no. 11):

         

        Statement regarding computation
        of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item 15: Exhibits (no. 12):

         

        Statement regarding computation
        of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	·     Not
    Applicable.
	Item 15: Exhibits (no. 13):

         

        Annual report to security holders,
        Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14
        of Item 601 of Regulation S-K)
	·     Not
    Applicable.


 






    	Exhibit CC-8



    	 



    




 


	Item 15: Exhibits (no. 16):

         

        Letter re change in certifying
        accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	·     Not
    Applicable	 
	Item 15: Exhibits (no. 18):

         

        Letter re change in accounting
        principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	·     Not
    Applicable.	 
	Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit
        No. 18 of Item 601 of Regulation S-K)
	·     Depositor.	 
	Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters
        Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	·     Not
    Applicable.	 
	Item 15: Exhibits (no. 23) –
        Part 1 of 2 Parts:

         

        Consents of Experts and Counsel
        (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect
        to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b)
        the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant
        to Section 11.13 of this Pooling and Servicing Agreement.
	·     Depositor	 
	Item 15: Exhibits (no. 23) –
        Part 2 of 2 Parts:

         

        Consents of Experts and Counsel
        (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public
        accounting firm for purposes of any attestation report rendered with respect to the particular “Party Responsible”
        pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	·     Each
        Master Servicer

        ·     Each
        Special Servicer

        ·     Depositor

        ·     Any
        other Servicing Function Participant

         

        provided, however,
        in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent
        only to the extent that such party is required to deliver or cause the delivery of the related attestation report.
	 


 






    	Exhibit CC-9



    	 



    




 


	Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No.
        24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer
        signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate
    Administrator
	Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications
        (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	·     Not
    Applicable
	Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications
        (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	·     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07)
    of this Pooling and Servicing Agreement.
	Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit
        No. 32 of Item 601 of Regulation S-K).
	·     Not
    Applicable.
	Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	·     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item 15: Exhibits (no. 34)

         

        Attestation report on assessment
        of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	·     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item 15: Exhibits (no. 35)

         

        Servicer compliance statement
        (Exhibit No. 35 of Item 601 of Regulation S-K).
	·     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and
    Servicing Agreement.
	Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings
        of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	·     Depositor


 






    	Exhibit CC-10



    	 



    




 


	Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No.
        99 of Item 601 of Regulation S-K)
	·     Not
    Applicable.	 
	Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit
        No. 100 of Item 601 of Regulation S-K).
	·     Not
    Applicable.	 
	Item
    15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the
    Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a
    Form 10-K).	 
	Item
    15: Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
    Applicable
	Item
    15: Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate Administrator]

        [Depositor]

	Item
    15: Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate Administrator]

        [Depositor]



 






    	Exhibit CC-11



    	 



    

  


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K
Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer,
the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or
Special Servicer, as the case may be. For this Series 2016-C33 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item 1.01: Entry into a Material Definitive
        Agreement

         
	·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material
        contracts to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3
        to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is
        material to the asset-backed securities transaction, 



 






    	Exhibit DD-1



    	 



    

 





	 	even
    if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that
    satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
    Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which
    such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
    engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the
    Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and
    Servicing Agreement.	 
	Item
    1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Pooling and Servicing Agreement.	 
	Item
    1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor,
    to the extent of any material agreement not covered in the prior item	 
	Item
    1.03: Bankruptcy or Receivership	·     Depositor	 


 






    	Exhibit DD-2



    	 



    

  



	Item
    2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	·     Depositor

        ·     Certificate
        Administrator

	Item
    3.03: Material Modification to Rights of Security Holders	·     Certificate
    Administrator

	Item
    5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor

	Item
    6.01: ABS Informational and Computational Material	·     Depositor

	Item
    6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	·     Trustee

        ·     Depositor

	Item
    6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or
    Special Servicer	·     Certificate
        Administrator

        ·     Each
        Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	·     Each
        Master Servicer (as to a party appointed by such Master Servicer)

        ·     Each
        Special Servicer

        ·     Certificate
        Administrator

        ·     Depositor

	Item
    6.03: Change in Credit Enhancement or External Support	·     Depositor

        ·     Certificate
        Administrator

	Item
    6.04: Failure to Make a Required Distribution	·     Certificate
    Administrator

	Item
    6.05: Securities Act Updating Disclosure	·     Depositor

	Item
    7.01: Regulation FD Disclosure	·     Depositor

	Item
    8.01: Other Events	·     Depositor

	Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No.
        1 of Item 601 of Regulation S-K)
	·     Not
    applicable

	Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization,
        arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor

	Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws
        (Exhibit No. 3(i) and 3(ii) of Item 601 of
	·     Depositor



 






    	Exhibit DD-3



    	 



    




 


	Regulation
    S-K)	 
	Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	·     Certificate
        Administrator

         

        provided that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing
        Agreement

	Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent
        accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item
        601 of Regulation S-K)
	·     Not
    Applicable
	Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K)
	·     Not
    Applicable
	Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director
        (Exhibit No. 17 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material
        (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	·     Depositor
	Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the
	·     Certificate
    Administrator


 






    	Exhibit DD-4



    	 



    




 


	name
    of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 
	Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99
        of Item 601 of Regulation S-K)
	·     Not
    Applicable.
	Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No.
        100 of Item 601 of Regulation S-K).
	·     Not
    Applicable.


 






    	Exhibit DD-5



    	 



    




 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National
Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)
(CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-C33—SEC REPORT
PROCESSING


 


RE: **Additional Form
[10-D][10-K][8-K] Disclosure** Required


  


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [          ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional
Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments
hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                        ], phone number: [                        ]; email address: [                        ].


	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 






    	Exhibit EE-1



    	 



    




 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


		1.	Bellwether
                                         Enterprise Real Estate Capital, LLC
	 	 	 



		2.	Bernard
                                         Financial Corporation
	 	 	 



		3.	Grandbridge
                                         Real Estate Capital LLC



  



    	Exhibit FF-1



    	 



    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	Bernard
                                         Financial Corporation



 






    	Exhibit GG-1



    	 



    

   


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33 (the “Trust”)


 


I, [identifying
the certifying individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [Rialto Capital
Advisors, LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Master Servicer] [National Cooperative Bank,
N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National
Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling and
                                         Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 








 


[WELLS FARGO BANK,
NATIONAL ASSOCIATION, as general master servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as general special servicer]

[National Cooperative Bank, N.A.,

as NCB master servicer]

[National Cooperative Bank, N.A.,

as NCB special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 






    	Exhibit HH-1



    	 



    




 








	By:	 	 
	 	Name:

    Title:	 








 






    	Exhibit HH-2



    	 



    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1] (the “Platform”);


 


The Reporting Servicer
has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except as set forth in
paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess
the compliance with the applicable servicing criteria;


 


The criteria listed in
the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer
based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer
has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting
Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer
has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto];


 


The Reporting Servicer
has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto]; and


 





 






1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 






    	Exhibit II-1



    	 



    




 


[____], a registered public
accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable
servicing criteria for the Reporting Period.


 


[Date of Certification] 


 


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:

Title:









 






    	Exhibit II-2



    	 



    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance
Council” and sent to:


Commercial Real Estate Finance Council, Inc.


900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: Stephen M. Renna


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance
Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 






    	Exhibit JJ-1



    	 



    












 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate Administrator;
cts.cmbs.bond.admin@weilsfargo.com and

 trustadministratorgroup@wellsfargo.com


 


Ref: WFCM 2016-C33, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	WFCM 2016-C33	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	WFCM 2016-C33	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	WFCM 2016-C33	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit KK-1



    	 



    

  


EXHIBIT
LL


FORM OF INTERCREDITOR AGREEMENT AND
SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS INTERCREDITOR
AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__ between [_______],
a [___________] having an office at [__________] in its capacity as senior lender (“Lender”), and [_________],
a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated Lender”).


W I T N E S S E T H:


WHEREAS, Lender is
the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the date hereof
in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage upon the
Project (hereinafter defined), which mortgage is intended to be recorded;


WHEREAS, Subordinated
Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower in the amount
of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage upon the
Project (hereinafter defined), which mortgage is intended to be recorded; and


WHEREAS, Lender and
Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective interests
in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements with
Borrower;


NOW, THEREFORE, in
consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Subordinated Lender agree as follows:


Defined Terms.
As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall otherwise
require:


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.



    	Exhibit LL-1



    	 



    




“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or
under management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning
commercial or multi-family real estate loans or operating commercial or multi-family mortgage properties.


“Event of
Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan
and the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or
curative period.


“Loan Documents”
– Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation, those certain documents
made by Borrower creating a first lien upon the Project and any other documents evidencing and securing the Loan, in effect on
the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from time to time, in accordance
with the terms hereof.


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund
with committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal,
state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity.


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements
located or to be located thereon.


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).



    	Exhibit LL-2



    	 



    







“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or
more of the following:


(A)
        a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company,
commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan,
provided that any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


(B)
        an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D
under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


(C)
         an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies
the Eligibility Requirements;


(D)
         any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


(E)
         a Qualified
Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured
by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization Vehicles”)
so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and
(B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of
this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case
of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities
that are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant
trustee, special servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a
Person meeting the requirements of this clause (E) within thirty (30) days; or


(F)
         an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers



    	Exhibit LL-3



    	 



    




and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
Rating Agencies.


 


“Rating Agencies”
– Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized statistical
rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that have rated
any of the Certificates.


“Rating Agency
Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence of the
event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require a Rating Agency
Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the
twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage securities.


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


1.
            Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


(a)
          Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement,
hereby consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents



    	Exhibit LL-4



    	 



    




will not constitute a default or an event which,
with the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated Loan Documents, and
(iii) any application or use of the proceeds of the Loan for purposes other than those provided in the Loan Documents shall
not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


(b)
         Lender hereby
acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby consents
to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all of the terms
and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated Loan Documents
will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default
under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for purposes other than those
provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the
Subordinated Loan Documents.


2.
           Representations
and Warranties.


(a)
          Subordinated
Lender hereby represents and warrants as follows:


(i)
           Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


(ii)
          Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


(iii)
         There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


(iv)
         Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


(v)
          Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


(vi)
         All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


(vii)
        Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to



    	Exhibit LL-5



    	 



    




(a) applicable bankruptcy,
reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless of whether
a proceeding is brought in law or in equity.


(viii)
       To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or
exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


(ix)
         None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to
Subordinated Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any
other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a
default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated
Lender is a party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the
creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties
or assets of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise,
or other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative
agency or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender
or upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s
knowledge, constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


(x)
          The
Subordinated Loan is not cross defaulted with any loan except the Loan.


(b)
         Lender hereby
represents and warrants as follows:


(i)
          Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


(ii)
         Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


(iii)
          There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.



    	Exhibit LL-6



    	 



    




(iv)
         Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


(v)
          All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


(vi)
        Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and
moratorium laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law
or in equity.


(vii)
       To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by,
or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the
execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated by this
Agreement other than those that have been obtained.


(viii)
      None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate,
or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material
contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which any of its properties
are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim,
security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any such material
contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment, order, injunction,
decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which Lender has knowledge
against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender or (e) to Lender’s
knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


(ix)
          The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


3.
           Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the



    	Exhibit LL-7



    	 



    




“Subordinated Interests”) shall at all times be junior, subject and subordinate
to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights and remedies
contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions thereof
shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and agreed
that the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the Project.
In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced by the
Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and the
obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without limitation,
whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower
and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Documents)
under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance in full of all
amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account of the Subordinated
Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated Lender contrary
to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit of Lender and
shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash)
to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the Loan in accordance
with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making protective advances
(and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence of a default under
the Loan at such time.


4.
           Modifications,
Amendments, Etc.


(a)
          Lender shall
have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for
any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions
limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain
any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are
prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase
the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall
Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other
surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default



    	Exhibit LL-8



    	 



    




(as defined
in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal
amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding
the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the
making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding
thereof (including default interest), shall not be deemed to contravene this Section 2.


(b)
          Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations
of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except
that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the
Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate
the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest
or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity
participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect
interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the
manner, timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated
Loan with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower
or the Project. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated
Loan Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a
work out or other surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions
shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to
shortening the maturity only), clause (iv) or clause (v) be modified without the written consent of the Lender. In addition
and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the
Subordinated Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Subordinated
Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed
to contravene this Section 6(b).


(c)
        Lender shall
deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


(d)
        Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,



    	Exhibit LL-9



    	 



    




changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of
such applicable instruments have been executed by Subordinated Lender.


5.
           Default Notice.


(a)
           Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


(b)
          Lender shall
give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default to Borrower
and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall not be obligated
to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the cure by Borrower.


6.
           Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender
to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement).
If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has
been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such
excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the
Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right
to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess
Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to
hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order
of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding
the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if
and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance
with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower



    	Exhibit LL-10



    	 



    




for the repair or
restoration of the Project shall not be subject to attachment by Subordinated Lender.


7.
           Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A) due
notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies of all
papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits of the
Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver appointed
by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall have been
given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the payment of
taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance of the Project
and next to the payment of principal and interest (including, without limitation, default interest and late payment charges) due
under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought for the
foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit of Lender,
all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the receiver solely
for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received all
amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object
to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further
agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment
of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably
necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


8.
           Rights of
Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance by
Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the payment
in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under the Subordinated
Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not acquire, by subrogation
or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral now securing the
Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents or the liens, rights,
estates and interests created thereby.


9.
           Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related
transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such
Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder
and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations
and warranties contained herein for the benefit of the Lender.



    	Exhibit LL-11



    	 



    




At least five (5) days
prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification that such transfer
will be made in accordance with this Section 9, such certification to include the name and contact information of the Qualified
Transferee, and a statement as to how it meets the definition of Qualified Transferee.


Subordinated Lender
acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion
and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with any and all
other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same, including,
without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


Lender may, from time
to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any such Transfer
or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects set forth in this
Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions of this Agreement.


Notwithstanding anything
contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


10.
          Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


11.
          Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


(i)
          any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


(ii)
          any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


(iii)
        any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


(iv)
         any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower; or



    	Exhibit LL-12



    	 



    




(v)
          any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


12.
          Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


13.
          Estoppel.


(a)
          Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth
the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by any
prospective purchaser of all or any interest in the Loan.


(b)
          Lender shall,
within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement setting
forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the Loan, and
stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended that any such
estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective purchaser
of all or any interest in the Subordinated Loan.


14.
          No Third
Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


15.
          Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


16.
          No Waiver;
Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


17.
          No Joint
Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy relationship
between or among any of the parties hereto.



    	Exhibit LL-13



    	 



    




18.
          Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


19.
          Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


20.
          No Release.
Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the terms, conditions,
obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under the Loan Documents
or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations, covenants and
agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated Loan Documents.


21.
          Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions or circumstances
other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same affect the validity
or enforceability of any other provision of this Agreement.


22.
          Expenses.


(a)
           Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise
or enforcement of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing
party in any dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions
hereof.


(b)
          Lender agrees
upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection with the (i) exercise
or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated Lender is the
prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the provisions
hereof.


23.
          Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of injunction, declaratory judgment and specific performance shall be available to such non breaching party.



    	Exhibit LL-14



    	 



    




24.
          Each of Lender
and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan Documents
are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender agrees
that the other shall be treated as a separate lender with a distinct and separate loan.


25.
          Waiver of
Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


26.
          Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


27.
          Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


28.
          Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with such
waiver, amendment or supplement.


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


	 	 	 
	 	LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	 
	 	 	 
	 	SUBORDINATED LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 








    	Exhibit LL-15



    	 



    




	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)







On the __ day of
________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


	 	 
	 	Signature and Office of individual
	 	taking acknowledgment




 





	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)


 


On the ___ day of
_________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


	 	 
	 	Signature and Office of individual
	 	taking acknowledgment


 



    	Exhibit LL-16



    	 



    

 









 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2016-C33—SEC REPORT PROCESSING 


Email: cts.sec.notifications@wellsfargo.com 


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



  


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as [               ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Accounts and REO Account balance information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY
	
        Ending Balance as of 

        MM/DD/YYYY

	General Master Servicer’s Collection Account	 	 
	NCB Master Servicer’s Collection Account	 	 



 






    	Exhibit MM-1



    	 



    

 


	REO Account	 	 


 


List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed to
[                         ],
phone number: [                         ]; email address:
[                         ].


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


cc: Depositor


 






    	Exhibit MM-2



    	 



    

 


EXHIBIT NN


 


Form
of notice of purchase of 


 


controlling
class certificate


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator 


9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2016-C33


 


Wells Fargo Bank, National Association


as General Master Servicer


Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager

Telecopy Number: (704) 715-0036


 


Rialto Capital Advisors, LLC


as General Special Servicer 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM
2016-C33)


 


National Cooperative Bank, N.A. 


as NCB Master Servicer and as NCB Special Servicer

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


Park Bridge Lender Services LLC


as Operating Advisor 


41 Watchung Plaza, Suite 250 


Montclair, New Jersey 07042

Attention: WFCM 2016-C33 – Surveillance Manager

(with a copy sent contemporaneously via email to

cmbs.notices@parkbridgefinancial.com)


 






    	Exhibit NN-1



    	 



    

 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of March 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer



 


This letter is delivered to you,
pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued
pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:









	 	 
	 	 
	 	 







  


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






    	Exhibit NN-2



    	 



    

 





	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	Exhibit NN-3



    	 



    

 


EXHIBIT OO


 


FORM OF ASSET REVIEW REPORT
BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33



 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicers, and is hereby issuing the following Asset Review Report.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test] [evidence of [•] failed Test[s] as specifically
detailed on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test pass
or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence
of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




 






    	Exhibit OO-1



    	 



    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 	 
	 	By:	 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit OO-2



    	 



    

  


Exhibit A


 


Detailed Scorecard

[Template Example Below]


  


	Loan #	Loan Name	Mortgage Loan Seller	R&W

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


 



    	Exhibit OO-3



    	 



    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW REPORT
SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates,
Series 2016-C33



 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicers, and is hereby issuing the following Asset Review Report
Summary.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [__] failed Test[s] as identified
on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.




 






    	Exhibit PP-1



    	 



    

 








	 	PARK
    BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 	 
	 	By:	 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit PP-2



    	 



    




 


Exhibit A


 


Summary Scorecard

[Template Example Below]


  


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Mortgage

Loan Seller	Representations

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity
	 	 	 	 	 	 	 


 






    	Exhibit PP-3



    	 



    

 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Call for Review and Collection and Inventory
of Review Materials






 


		Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review:



 


		■	CREFC® Delinquent Mortgage Loan Status Report



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	Asset Review Notice



 


		■	List of all Subject Loans



 


		■	Review Materials for each Subject Loan via Secure Data Room access, including



 


		·	Diligence File



 


		·	Any servicing comments



 


		·	Other related information from the related Special Servicer



 


		■	Any Unsolicited Information (if applicable)



 

Step 2For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in
the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents
[provided in the definition of “Mortgage File”] of this Agreement, any comparable lists included in the related
Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and
determination.


 






    	Exhibit QQ-1



    	 



    

 


		Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Subject Loan is missing any documents required to complete an Asset Review of
such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the related Master Servicer (with respect to Non-Specially Serviced Loans) and the related Special
Servicer (with respect to Specially Serviced Loans) of such missing documents, and request that the related Master Servicer or
the related Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession
and (ii) in the event any missing documents are not provided by the related Master Servicer or the related Special Servicer, as
the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis and Testing
of Representations and Warranties 


 


		Step 4	For each Subject Loan for which ARR has received all Review
Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each representation
and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:



  


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		·	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;



 


		·	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		○	completing the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
herein with respect to each representation and warranty.



 






    	Exhibit QQ-2



    	 



    

 


·    ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty that
it discovers evidence of during its review as contemplated herein.


 


·    ARR
may contact the related Special Servicer and the related Master Servicer to discuss the performance and servicing history and related
record for all Subject Loans, including any analysis the related Special Servicer may have conducted with respect to the representations
and warranties made by the applicable Mortgage Loan Seller with respect to a Subject Loan.


 






    	Exhibit QQ-3



    	 



    

 


EXHIBIT RR


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING
ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2016-C33 


Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33



  


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


  


		1.	The undersigned is an authorized representative of [________________________].



  


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.






 






    	Exhibit RR-1



    	 



    

 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated: _______


 





	[Wells Fargo Commercial Mortgage Securities, Inc., as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 







  





 



 


*Required to the extent that a party
other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.




 






    	Exhibit RR-2



    	 



    

 





EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION
OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C33 Asset Manager	 	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop
	 	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C33)
	 	
        Park Bridge Lender Services LLC 

        41 Watchung Plaza, Suite 250 

        Montclair, New Jersey 07042 

        Attention: WFCM 2016-C33 – Surveillance Manager (with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 	 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through
Certificates, Series 2016-C33



 


In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1._____ An
additional Mortgage Loan has become a Delinquent Loan.


  


2._____ A
Mortgage Loan has ceased to be a Delinquent Loan.


  


3._____An
Asset Review Trigger has ceased to exist.


 


(check all that apply)


 






    	Exhibit SS-1



    	 



    

 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]







 






    	Exhibit SS-2



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Sanofi Office Complex



 


		2.	225 Liberty Street



 


		3.	150 West 87th Owners Corp.



 


		4.	855 E. Broadway Owners Corp.



 


		5.	Imperial Owners Corp.



 


		6.	East 10th St. Owners Corp.



 


		7.	601 79 Owners Corp.



 


		8.	Greenwich 33 Apartment Corp.



 


		9.	Willow House Owners Corp.



 


		10.	Stewart Franklin Owners Corp.



 


		11.	11194 Owners Corp.



 


		12.	River Road Apartment Corp.



 


		13.	West 12th Street Tenants Corp.



 






    	Schedule 1-1



    	 



    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule 


 


See Annex E to the Prospectus.


 



    	Schedule 2-1



    	 



    




 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves exceeding 10% of the
initial principal balance


 


		1.	855 E. Broadway Owners Corp.



 


		2.	River Park Mutual Homes, Inc.



 






    	Schedule 3-1