Exhibit 4.2


 





EXECUTION COPY







 





 








WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR PARTNERS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 








 


POOLING AND SERVICING AGREEMENT


 


Dated as of May 1, 2016


 





 



 




Commercial Mortgage Pass-Through Certificates

Series 2016-C34


 






    	



     

    

 


TABLE OF CONTENTS


 





 




	 	 	Page
	 	 	 
	Article I 



DEFINITIONS
	Section 1.01      Defined Terms	5
	Section 1.02      Certain Calculations	118
	Article II 



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01      Conveyance of Mortgage Loans	120
	Section 2.02      Acceptance by Trustee	126
	Section 2.03      Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	131
	Section 2.04      Execution of Certificates; Issuance of Lower-Tier Regular Interests and the Class A-3FX Regular Interest	146
	Section 2.05      Creation of the Grantor Trust	147
	Article III 



ADMINISTRATION AND SERVICING OF THE TRUST FUND
	Section 3.01      The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	147
	Section 3.02      Collection of Mortgage Loan Payments	155
	Section 3.03      Collection of Taxes, Assessments and Similar Items; Servicing Accounts	160
	Section 3.04      The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account and the Class A-3FX Regular Interest Distribution Account	164
	Section 3.05      Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	171
	Section 3.06      Investment of Funds in the Accounts	182
	Section 3.07      Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	184
	Section 3.08      Enforcement of Due-on-Sale Clauses; Assumption Agreements	189
	Section 3.09      Realization Upon Defaulted Loans and Companion Loans	195
	Section 3.10      Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	199



 






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	Section 3.11      Servicing Compensation	200
	Section 3.12      Inspections; Collection of Financial Statements	206
	Section 3.13      Access to Certain Information	211
	Section 3.14      Title to REO Property; REO Account	223
	Section 3.15      Management of REO Property	225
	Section 3.16      Sale of Defaulted Loans and REO Properties	227
	Section 3.17      Additional Obligations of Master Servicer and Special Servicer	234
	Section 3.18      Modifications, Waivers, Amendments and Consents	237
	Section 3.19      Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	245
	Section 3.20      Sub-Servicing Agreements	252
	Section 3.21      Interest Reserve Account	255
	Section 3.22      Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	255
	Section 3.23      Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	256
	Section 3.24      Intercreditor Agreements	259
	Section 3.25      Rating Agency Confirmation	262
	Section 3.26      The Operating Advisor	264
	Section 3.27      Companion Paying Agent	272
	Section 3.28      Serviced Companion Noteholder Register; Communications with Holders of Non-Serviced Companion Loans	272
	Section 3.29      Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	273
	Section 3.30      [RESERVED]	275
	Section 3.31      [RESERVED]	275
	Section 3.32      Litigation Control	275
	Section 3.33      Delivery of Excluded Information to the Certificate Administrator	278
	Section 3.34      Swap Contract	278
	Article IV 



DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01      Distributions	282
	Section 4.02      Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	295
	Section 4.03      P&I Advances	302
	Section 4.04      Allocation of Realized Losses	306
	Section 4.05      Appraisal Reduction Amounts	307
	Section 4.06      Grantor Trust Reporting	310
	Section 4.07      Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	311
	Section 4.08      Secure Data Room	314



 






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	Article V 



THE CERTIFICATES
	Section 5.01      The Certificates	315
	Section 5.02      Form and Registration	316
	Section 5.03      Registration of Transfer and Exchange of Certificates	318
	Section 5.04      Mutilated, Destroyed, Lost or Stolen Certificates	326
	Section 5.05      Persons Deemed Owners	326
	Section 5.06      Access to List of Certificateholders’ Names and Addresses; Special Notices	327
	Section 5.07      Maintenance of Office or Agency	328
	Section 5.08      Appointment of Certificate Administrator	328
	Section 5.09      Exchange of Class A-3FL Certificates for Class A-3FX Certificates	329
	Section 5.10      Voting Procedures	331
	Article VI 



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	Section 6.01      Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	333
	Section 6.02      Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	338
	Section 6.03      Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	338
	Section 6.04      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	340
	Section 6.05      Depositor, Master Servicer and Special Servicer Not to Resign	346
	Section 6.06      Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	346
	Section 6.07      The Master Servicer and the Special Servicer as Certificate Owner	347
	Section 6.08      The Directing Certificateholder	347
	Article VII 



SERVICER TERMINATION EVENTS
	Section 7.01      Servicer Termination Events; Master Servicer and Special Servicer Termination	353
	Section 7.02      Trustee to Act; Appointment of Successor	361
	Section 7.03      Notification to Certificateholders	363



 






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	Section 7.04      Waiver of Servicer Termination Events	363
	Section 7.05      Trustee as Maker of Advances	364
	Article VIII 



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01      Duties of the Trustee and the Certificate Administrator	365
	Section 8.02      Certain Matters Affecting the Trustee and the Certificate Administrator	366
	Section 8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	368
	Section 8.04      Trustee or Certificate Administrator May Own Certificates	369
	Section 8.05      Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	369
	Section 8.06      Eligibility Requirements for Trustee and Certificate Administrator	370
	Section 8.07      Resignation and Removal of the Trustee and Certificate Administrator	371
	Section 8.08      Successor Trustee or Certificate Administrator	374
	Section 8.09      Merger or Consolidation of Trustee or Certificate Administrator	374
	Section 8.10      Appointment of Co-Trustee or Separate Trustee	375
	Section 8.11      Appointment of Custodians	376
	Section 8.12      Representations and Warranties of the Trustee	376
	Section 8.13      Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	377
	Section 8.14      Representations and Warranties of the Certificate Administrator	377
	Section 8.15      Compliance with the PATRIOT Act	379
	Article IX 



TERMINATION
	Section 9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans	379
	Section 9.02      Additional Termination Requirements	383
	Article X 



ADDITIONAL REMIC PROVISIONS
	Section 10.01    REMIC Administration	384
	Section 10.02    Use of Agents	388
	Section 10.03    Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	388
	Section 10.04    Appointment of REMIC Administrators	388
	Article XI 



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01    Intent of the Parties; Reasonableness	389



 






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	Section 11.02      Succession; Subcontractors	390
	Section 11.03      Filing Obligations	392
	Section 11.04      Form 10-D Filings	393
	Section 11.05      Form 10-K Filings	396
	Section 11.06      Sarbanes-Oxley Certification	399
	Section 11.07      Form 8-K Filings	400
	Section 11.08      Form 15 Filing	402
	Section 11.09      Annual Compliance Statements	402
	Section 11.10      Annual Reports on Assessment of Compliance with Servicing Criteria	404
	Section 11.11      Annual Independent Public Accountants’ Attestation Report	406
	Section 11.12      Indemnification	407
	Section 11.13      Amendments	410
	Section 11.14      Regulation AB Notices	410
	Section 11.15      Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	410
	Section 11.16      Certain Matters Regarding Significant Obligors	416
	Section 11.17      Impact of Cure Period	416
	Article XII 



THE ASSET REPRESENTATIONS REVIEWER
	Section 12.01      Asset Review	416
	Section 12.02      Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	422
	Section 12.03      Resignation of the Asset Representations Reviewer	423
	Section 12.04      Restrictions of the Asset Representations Reviewer	423
	Section 12.05      Termination of the Asset Representations Reviewer	423
	Article XIII 



MISCELLANEOUS PROVISIONS
	Section 13.01      Amendment	426
	Section 13.02      Recordation of Agreement; Counterparts	431
	Section 13.03      Limitation on Rights of Certificateholders	431
	Section 13.04      Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	432
	Section 13.05      Notices	433
	Section 13.06      Severability of Provisions	438
	Section 13.07      Grant of a Security Interest	438
	Section 13.08      Successors and Assigns; Third Party Beneficiaries	439
	Section 13.09      Article and Section Headings	439
	Section 13.10      Notices to the Rating Agencies	439


 






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EXHIBITS


 





	EXHIBIT A-1	Form of Certificate (other than Class R Certificates)
	EXHIBIT A-2	Form of Class R Certificate
	EXHIBIT A-3	[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
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of Directing Certificateholder
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q	Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney – Master Servicer



 






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



 






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	SCHEDULE 3	Designated Escrow/Reserve Mortgage Loans







 






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This Pooling and Servicing
Agreement is dated and effective as of May 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA3FX, Class LA4, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Uncertificated
Interests (the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the
Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the
sole Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 






    	



     

    

 


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


 


	
        Class Designation

	
        Interest
        Rate

	
        Original
        Lower-Tier 

Principal Amount


	Class LA1	(1)	$33,179,000
	Class LA2	(1)	$100,629,000
	Class LA3	(1)	$115,000,000
	Class LA3FX	(1)	$25,000,000
	Class LA4	(1)	$172,158,000
	Class LASB	(1)	$45,985,000
	Class LAS	(1)	$35,139,000
	Class LB	(1)	$36,018,000
	Class LC	(1)	$36,896,000
	Class LD	(1)	$41,289,000
	Class LE	(1)	$20,205,000
	Class LF	(1)	$7,907,000
	Class LG	(1)	$12,298,000
	Class LH	(1)	$21,084,500
	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-FG, Class X-H, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates and the Class A-3FX Regular Interest, each of which is a “regular interest”
in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which
is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is
represented by the Class R Certificates.


 


THE GRANTOR TRUST


 


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


 






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        Class
        Designation

	
        Corresponding
        Grantor Trust Assets


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


 


THE CERTIFICATES


 


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


 


	
        Class
        of Certificates or Regular 

Interest

	
        Initial
        

Pass-Through Rate

	
        Original
        Certificate 

Balance or Notional 

Amount


	Class A-1 Certificates	1.4230%	$33,179,000
	Class A-2 Certificates	2.6030%	$100,629,000
	Class A-3 Certificates	2.8340%	$115,000,000
	Class A-3FX Regular Interest(1)	2.8340%	$25,000,000(2)
	Class A-3FL Certificates(1)	1.4790%	$25,000,000(2)
	Class A-3FX Certificates(1)	2.8340%	$0(2)
	Class A-4 Certificates	3.0960%	$172,158,000
	Class A-SB Certificates	2.9110%	$45,985,000
	Class X-A Certificates	2.3607%(3)	$527,090,000(4)
	Class X-B Certificates	1.1084%(3)	$36,018,000(4)
	Class X-E Certificates	2.1974%(3)	$20,205,000(4)
	Class X-FG Certificates	2.1974%(3)	$20,205,000(4)
	Class X-H Certificates	2.1974%(3)	$21,084,500(4)
	Class A-S Certificates	3.4840%	$35,139,000
	Class B Certificates	4.0890%	$36,018,000
	Class C Certificates	5.1974%(5)	$36,896,000
	Class D Certificates	5.1974%(5)	$41,289,000
	Class E Certificates	3.0000%	$20,205,000
	Class F Certificates	3.0000%	$7,907,000
	Class G Certificates	3.0000%	$12,298,000
	Class H Certificates	3.0000%	$21,084,500
	Class R Certificates	None(6)  	N/A


 

 




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



 


		(2)	The Original Certificate Balance of the Class A-3FX Certificates will be $0 and the Original Certificate
Balance of the Class A-3FL Certificates will be $25,000,000; provided that, following the Closing Date, the Original Certificate
Balances of the Class A-3FX Certificates and Class A-3FL Certificates will be subject to exchanges of Class A-3FL Certificates
for Class A-3FX Certificates pursuant to Section 5.09 hereof.



 


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



 






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



 


		(5)	The Pass-Through Rate for the Class C and Class D Certificates will be calculated in accordance
with the definition of “Class C Pass-Through Rate” and “Class D Pass-Through Rate”, respectively.



 


		(6)	The Class R Certificates will not 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 $702,787,500.


 


The Regent Portfolio
Pari Passu Companion Loan, the Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan and
the Marriott Monterey Pari Passu 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 Regent Portfolio
Whole Loan consists of the Regent Portfolio Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan. The Regent Portfolio
Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan are pari passu with each other. The Regent Portfolio Mortgage
Loan is part of the Trust Fund. The Regent Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Regent Portfolio
Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement
and the Regent Portfolio Intercreditor Agreement.


 


The Congressional North
Shopping Center & 121 Congressional Lane Whole Loan consists of the Congressional North Shopping Center & 121 Congressional
Lane Mortgage Loan and the Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan. The Congressional
North Shopping Center & 121 Congressional Lane Mortgage Loan is generally senior to the Congressional North Shopping Center
& 121 Congressional Lane Subordinate Companion Loan. The Congressional North Shopping Center & 121 Congressional Lane Mortgage
Loan is part of the Trust Fund. The Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan
is not part of the Trust Fund. The Congressional North Shopping Center & 121 Congressional Lane Mortgage Loan and the Congressional
North Shopping Center & 121 Congressional Lane Subordinate Companion Loan will be serviced and administered in accordance with
this Agreement and the Congressional North Shopping Center & 121 Congressional Lane Intercreditor Agreement.


 






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The Marriott Monterey
Whole Loan consists of the Marriott Monterey Mortgage Loan and the Marriott Monterey Pari Passu Companion Loan. The Marriott Monterey
Mortgage Loan and the Marriott Monterey Pari Passu Companion Loan are pari passu with each other. The Marriott Monterey
Mortgage Loan is part of the Trust Fund. The Marriott Monterey Pari Passu Companion Loan is not part of the Trust Fund. The Marriott
Monterey Mortgage Loan and the Marriott Monterey Pari Passu Companion Loan will be serviced and administered in accordance with
the CGCMT 2016-P3 Pooling and Servicing Agreement and the Marriott Monterey 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).


 


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


 


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


 


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


 


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


 


“AB Control
Appraisal Period”: With respect to an AB Whole Loan, a “Control Appraisal Period” or equivalent term under
the related Intercreditor Agreement.


 


“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, the Congressional North Shopping Center & 121 Congressional
Lane Intercreditor Agreement is an AB Intercreditor 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, the


 






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Congressional
North Shopping Center & 121 Congressional Lane Mortgage Loan is an AB Mortgage Loan.


 


“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, the Congressional North Shopping
Center & 121 Congressional Lane Subordinate Companion Loan is an AB Subordinate Companion Loan.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, the Congressional
North Shopping Center & 121 Congressional Lane Whole Loan is an AB Whole Loan.


 


“AB Whole Loan
Controlling Holder”: The “Controlling Noteholder” or similarly defined party identified in the related AB
Intercreditor Agreement. For the avoidance of doubt, if an AB Control Appraisal Period has occurred and is continuing, and unless
a Consultation Termination Event has occurred and is continuing or the AB Mortgage Loan is an Excluded Loan, the Directing Certificateholder
under this Agreement shall exercise the rights of the AB Whole Loan Controlling Holder on behalf of the Trust.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the
related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties
caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each
case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided
that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and
(unless a Control Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the
consent of the Directing Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence of
a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder
as provided in Section 6.08 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control
Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not
at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around


 






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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. Each of the Master Servicer (at its own expense) and the
Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 any ARD Loan, the date upon which such ARD Loan commences accruing interest at the Revised
Rate. For the avoidance of doubt, there are no ARD Loans in the Trust as of the Closing Date. All references to Anticipated Repayment
Date herein shall be disregarded and shall have no force and effect.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount,


 






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calculated
by the Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage
Loan or Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the
occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(only with respect to a Mortgage Loan or Whole Loan other than an Excluded Loan) and the Operating Advisor and, after the
occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of
the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer
receives an Appraisal or conducts a valuation described below, equal to the excess of (a) the Stated Principal Balance
of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of
(i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or
more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal
balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or
(2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by one or
more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage
Loan cross collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal
balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may
make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems
relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as
applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of
determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due
on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and,
with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as
applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related
Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole
Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan,
as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then
due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground
rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee,
as applicable); provided, however, that without limiting the Special Servicer’s obligation to order and
obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such
valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to
the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one
hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the
related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the
current Stated Principal


 






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Balance
of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred
to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination
Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction
Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid
by the Master Servicer as a Servicing Advance); provided, further, however, that with respect to an
Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special
Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period
set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive
such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth
in such clause (vi); provided, further, however, that in no event shall the Special Servicer
be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty
(120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic
format by the Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence of a
Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
Amount, the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c)
within four (4) Business Days of its receipt of any such request. The Master Servicer will not calculate Appraisal
Reduction Amounts.


 


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


 


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


 


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


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application
of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan,
Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments
on such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or
Companion Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of
such Mortgage Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on


 






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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) the date on which the related Mortgagor fails to make when due any Balloon
Payment and the Mortgagor does not deliver to the Master Servicer or the Special Servicer (and such Master Servicer or such Special
Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or the Master Servicer, as applicable),
on or before the Due Date of the Balloon Payment, a written and fully executed (subject only to customary final closing conditions)
refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Special Servicer, which
provides that such refinancing will occur within ninety (90) days after the date on which the Balloon Payment will become due
(provided that if either such refinancing does not occur during that time or the Master Servicer is required during that
time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Reduction Event will occur immediately), and (vii) immediately
after such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day
period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially Serviced
Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall
notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


“Appraised Value”:
(i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as
determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan or Serviced Whole Loan, as
applicable, and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined
pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate. For
the avoidance of doubt, there are no ARD Loans in the Trust as of the Closing Date.


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 






     -11-


     

    

 


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


 


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


 


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


 


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


 


“Asset Representations
Reviewer Upfront Fee”: As defined in Section 12.02(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. Except as otherwise expressly set forth in this Agreement, all determinations or assumptions
made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s
good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement) and
any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master
Servicer pursuant to Section 3.17(a)) on deposit in


 






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the
Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that
is held for the benefit of the Companion Holders) as of the close of business on the related P&I Advance Date, exclusive of
(without duplication):


 


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


 


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


 


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


 


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


 


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


 


(vi)         all
amounts deposited in the Collection Account in error; and


 


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


 


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


 


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with


 






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respect
to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee (which fee includes the Trustee
Fee), Operating Advisor Fee, Asset Representations Reviewer Fee and CREFC® Intellectual Property Royalty License
Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;
and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, the holder of a mezzanine loan that has accelerated the related mezzanine
loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic
acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate of such mezzanine lender, and
(iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure
of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral
pledged to secure the related mezzanine loan, or any Borrower Party Affiliate.


 


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


 






     -15-


     

    

 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C34, 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 0.0086%
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


 






     -16-


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -17-


     

    

 


any
Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would
in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination
Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related
Mortgage Loan that would be subject to the Asset Review); provided, further, that so long as there is no Servicer
Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer and the Special
Servicer or any 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 the Special Servicer’s, the Master Servicer’s
or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided
an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow
of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of
the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize
as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CGCMT 2016-P3
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of April 1, 2016, among Citigroup Commercial
Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC,
as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Citibank, N.A.,
as certificate administrator and


 






     -18-


     

    

 


Wilmington
Trust, National Association, as Trustee, as from time to time amended, supplemented or modified relating to the issuance of the
issuance of the Citigroup Commercial Mortgage Trust 2016-P3, Commercial Mortgage Pass-Through Certificates, Series 2016-P3.


 


“Class”:
(i) Any and all Certificates bearing the same alphabetical or alphanumeric Class designation, (ii) the Class A-3FX Regular Interest
and (iii) each designated Lower-Tier Regular Interest.


 


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


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 1.4230%.


 


“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 2.6030%.


 


“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 2.8340%.


 


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


 


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


 


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


 


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


 


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


 






     -19-


     

    

 


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


 


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


 


“Class A-3FL
Pass-Through Rate”: With respect to any Distribution Date for which a Class A-3FL Swap Conversion Event has not occurred
and is not continuing, a per annum rate equal to LIBOR plus 1.0400%, and with respect to any Distribution Date on which a Class
A-3FL Swap Conversion Event has occurred and is continuing, a per annum rate equal to the Class A-3FX Regular Interest Pass-Through
Rate; provided, further, that if such per annum rate is determined to be below zero, the per annum rate will be deemed to be zero.


 


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


 


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


 


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


 


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


 


“Class A-3FL
Swap Contract”: With respect to the Class A-3FL Certificates, the 1992 ISDA Master Agreement, together with the related
schedule and confirmation thereto (including questionnaires), dated as of May 24, 2016, by and among the Swap Counterparty and
the Certificate Administrator, solely in its capacity as Certificate Administrator, on behalf of the Trust (a copy of which is
attached hereto as Exhibit UU).


 


“Class A-3FL
Swap Conversion Event”: Either (a) a failure on the part of the Swap Counterparty to make a required payment to
the Trust under the Class A-3FL Swap


 






     -20-


     

    

 


Contract
or (b) an early termination date is designated under the Class A-3FL Swap Contract in accordance with its terms and a replacement
interest rate swap contract on substantially the same terms has not been entered into by the Trust.


 


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


 


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


 


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


 


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


 


“Class A-3FX
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8340%.


 


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


 


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


 


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


 


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


 






     -21-


     

    

 


“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-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class A-3FX Regular Interest Distribution Account” and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Class A-3FX Regular Interest Distribution Account shall not be an asset of either
Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Class A-3FX
Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed
rate of 2.8340%.


 


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


 


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


 


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


 


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


 


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


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0960%.


 


“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 3.4840%.


 


“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.


 






     -22-


     

    

 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9110%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to equal to 4.0890%.


 


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


 


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


 


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


 


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


 


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


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.000%.


 


“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 3.000%.


 


“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 3.000%.


 






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


 


“Class H Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.000%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -24-


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class Percentage
Interest”: The Class A-3FL Percentage Interest or the Class A-3FX Percentage Interest, as the case may be.


 


“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 X Certificates”:
The Class X-A, Class X-B, Class X-E, Class X-FG and Class X-H Certificates, as the context may require.


 






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


 


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


 


“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 of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX
Regular Interest for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to
the Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall
be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


“Class X-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-FG
Certificate”: A Certificate designated as “Class X-FG” 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.


 






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


 


“Class X-FG
Pass-Through Rate”: The Pass-Through Rate for Class X-FG 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 F and Class G Certificates, weighted on the basis of their respective Certificate Balances
outstanding immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-FG Certificates for
the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


“Closing Date”:
May 24, 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 the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34,
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 Collection Account shall be for the benefit of the related


 






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Companion
Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the
Trust, any Trust REMIC or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Companion
Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an
Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the
Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


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


 






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of
(A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage
Loan (other than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are
being paid for such Collection Period, calculated at a rate of 0.00250% per annum, (B) all Prepayment Interest
Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan)
subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable
to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to
the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable,
subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest
Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the
Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms
of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant
to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal
Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or,
so long as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded
Loans, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds),
then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall
pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such
Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


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


 


“Congressional
North Shopping Center & 121 Congressional Lane Intercreditor Agreement”: That certain Co-Lender Agreement, dated
as of May 6, 2016, by and between the holder of the Congressional North Shopping Center & 121 Congressional Lane Subordinate
Companion Loan and the holder of the Congressional North Shopping Center & 121 Congressional Lane Mortgage Loan, relating to
the relative rights of such holders of the Congressional North Shopping Center & 121 Congressional Lane Whole Loan, as the
same may be further amended in accordance with the terms thereof.


 


“Congressional
North Shopping Center & 121 Congressional Lane Mortgage Loan”: With respect to the Congressional North Shopping Center
& 121 Congressional Lane Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on
the Mortgage Loan Schedule), which is evidenced by the promissory note designated as the “Senior Note”, and is senior
in right of payment with the Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan to the
extent set forth in the related


 






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Mortgage
Loan documents and as provided in the Congressional North Shopping Center & 121 Congressional Lane Intercreditor Agreement.


 


“Congressional
North Shopping Center & 121 Congressional Lane Mortgaged Property”: The Mortgaged Property that secures the Congressional
North Shopping Center & 121 Congressional Lane Whole Loan.


 


“Congressional
North Shopping Center & 121 Congressional Lane Subordinate Companion Loan”: With respect to the Congressional North
Shopping Center & 121 Congressional Lane Whole Loan, the Companion Loan evidenced by the related promissory note designated
as the “Junior Note” and made by the related Mortgagor and secured by the Mortgage on the Congressional North Shopping
Center & 121 Congressional Lane Mortgaged Property, which is not included in the Trust and which is subordinate in right
of payment to the Congressional North Shopping Center & 121 Congressional Lane Mortgage Loan to the extent set forth in the
related Mortgage Loan documents and as provided in the Congressional North Shopping Center & 121 Congressional Lane Intercreditor
Agreement.


 


“Congressional
North Shopping Center & 121 Congressional Lane Pooling and Servicing Agreement”: Any pooling agreement and servicing
agreement that creates a trust whose assets include the Congressional North Shopping Center & 121 Congressional Lane Subordinate
Companion Loan.


 


“Congressional
North Shopping Center & 121 Congressional Lane Whole Loan”: The Congressional North Shopping Center & 121 Congressional
Lane Mortgage Loan, together with the Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan,
each of which is secured by the same Mortgage on the Congressional North Shopping Center & 121 Congressional Lane Mortgaged
Property. References herein to the Congressional North Shopping Center & 121 Congressional Lane Whole Loan shall be construed
to refer to the aggregate indebtedness under the Congressional North Shopping Center & 121 Congressional Lane Mortgage Loan
and Congressional North Shopping Center & 121 Congressional Lane Subordinate Companion Loan.


 


“Consultation
Termination Event”: At any date at which 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; provided, however, that a Consultation Termination
Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible
Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


“Control Termination
Event”: The occurrence of the Certificate Balance of the Class E 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,


 






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


 


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


 


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


 


“Conveyed Property”:
As defined in Section 2.01(a).


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee WFCM 2016-C34; 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-C34, telecopy number (410) 715-2380.


 


“Corrected Loan”:
Any Specially Serviced Loan (other than an REO Loan) with respect to which (a) with respect to the circumstances described in clauses
(i) and (ii) of the definition of “Servicing Transfer Event”, the related Mortgagor has made three consecutive
Periodic Payments under the terms of such Mortgage Loan or Serviced Companion Loan (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver
or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.18), (b) with respect
to the circumstances described in clauses (iii), (v), (vi), (vii) and (ix) of the definition
of “Servicing Transfer Event”, such circumstances cease to exist in the good faith


 






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reasonable
judgment, exercised in accordance with the Servicing Standard, of the Special Servicer, (c) with respect to the circumstances
described in clause (iv) of the definition of “Servicing Transfer Event”, the default is cured in the good
faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer, and (d) with respect
to the circumstances described in clause (viii) of the definition of “Servicing Transfer Event”, such proceedings
are terminated, and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or
Companion Loan during such preceding three (3) months, no additional default is foreseeable in the reasonable judgment of
the Special Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable,
to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“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


 






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time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 



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


 


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


 


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


 


“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 (except to the extent Wells Fargo
Bank is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be the initial


 






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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 May 2016, or with respect to any Mortgage Loan
that has its first Due Date in June 2016, the date that would have otherwise been the related Due Date in May 2016.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional


 






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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 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.


 


“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 June 2016.


 



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“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;


 


(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;


 



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


 


(x)         any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


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


 


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


 


(xiii)       any
related mezzanine intercreditor agreement;


 


(xiv)     all
related environmental reports; and


 


(xv)      all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


(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;


 



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(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 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


 



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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 Prime Finance CMBS B-Piece Holdco I, L.P., a Delaware limited partnership. Thereafter,
the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more
than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from
time to time; provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder;
provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest
aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance
with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing
Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence
of a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly provide the name
and contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. 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, or the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder, other than through an Independent Contractor; provided, however,
that an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf
of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes
decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any


 



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guarantor or indemnitor in respect of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Companion Loan and any purchaser of any such Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the management
or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing
duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to
which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 



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“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
Class A-3FX Regular Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of
a single Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit 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-


 



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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, the Master Servicer or the Special Servicer;
(iv) any other account or accounts not listed in clauses (i) – (ii) above with respect to which
a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term
unsecured debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more
than thirty (30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the
deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust
powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). 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 


 



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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, the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates, (d) has
not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower
advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on
behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the Directing Certificateholder
or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 







 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special
servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will
make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that
is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, a master
servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates; (d) that
has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in
respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer
to become a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business of analyzing
and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral
analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management
and experience in the workout and management of distressed commercial real estate assets.


 


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


 


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


 



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


 


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


 


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


 


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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the
Master Servicer and the Special Servicer, the Excess


 



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


 


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


 


“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 Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling
Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice
substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such
Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided
in this Agreement. 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, as applicable, 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.


 



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“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with
respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For
the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall
deliver any Excluded Information that is to be posted on the Certificate Administrator’s Website 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
with respect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable to the Special
Servicer set forth in Section 7.01(g). As of the Closing Date, there are no Excluded Special Servicers related to this
Trust.


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports to the Certificate Administrator regarding an Excluded Special Servicer’s
net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d)
and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable, in each case other than information with respect to such Excluded Special Servicer
Loan(s) that is aggregated with information with respect to the other


 



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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 Special Servicer Loan) shall not be considered “Excluded
Special Servicer Information”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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review and approve each such recovery
determination by the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such
consent shall be deemed given.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
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-C34,
Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Gain-on-Sale Reserve Account”. Any such account shall
be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 



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


 


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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust,
delivered to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does
not receive or derive any income from such Person and provided that the relationship between such Person and the Trust is
at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master
Servicer nor the Special


 



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Servicer shall be considered to be an Independent Contractor under the definition in this clause (i)
unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any
other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


“Initial Purchasers”:
Wells Fargo Securities, LLC, 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 the Master Servicer as of the Closing Date,
the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is
an Initial Sub-Servicer.


 


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


 


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


 


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


 


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


 


“Insurance Summary
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller
or a third party insurance


 



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consultant on behalf of the related Mortgage Loan Seller that provides a summary of all insurance policies
covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and
the amount of coverage and any applicable deductible.


 


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


 


“Intercreditor
Agreement”: Each of the Regent Portfolio Intercreditor Agreement, the Congressional North Shopping Center & 121 Congressional
Lane Intercreditor Agreement and the Marriott Monterey Intercreditor Agreement, and any intercreditor agreement entered into in
connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or
any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 



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


 


“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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for (A) any Class of Regular Certificates and the Class A-3FX Regular Interest, the
sum of (a) the portion of the Interest Distribution Amount for such Class of Certificates or Class A-3FX Regular Interest
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 of Certificates or Class A-3FX Regular Interest for the current Distribution Date
and (ii) in the case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Weighted
Average Net Mortgage Rate for such Distribution Date, (B) the Class A-3FL Certificates, the Class A-3FL Percentage Interest of
the Interest Shortfall for the Class A-3FX Regular Interest and (C) the Class A-3FX Certificates, the Class A-3FX Percentage Interest
of the Interest Shortfall for the Class A-3FX Regular Interest.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the 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, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by the Special Servicer), each related Companion Holder or its representative (including the
trustee or a controlling class representative for the securitization of the related Companion Loan), 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.


 



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


 


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


 



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


 


“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.


 


“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.


 


“LEI”:
As defined in Section 3.34(g).


 


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


 


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


 



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arithmetic mean of
the rates quoted by major banks in New York City selected by the Certificate Administrator, at approximately 11:00 a.m., New
York City time, on the first day of such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a
period equal to one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative
for a single such transaction in the relevant market at the relevant time. The Certificate Administrator shall determine LIBOR
for each Interest Accrual Period and the determination of LIBOR by the Certificate Administrator shall be binding absent manifest
error. LIBOR for the initial Interest Accrual Period shall be 0.44325%.


 


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


 


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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee
has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or
discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property,
as the case may be; provided,


 



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however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the
Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the
Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such
Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the
Directing Certificateholder or its Affiliates), (b) (x) any event described in clause (iv) of the definition of
“Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such event occurs prior to the termination
of the Extended Cure Period or (y) any event described in clause (vii) of the definition of “Liquidation Proceeds”
so long as the applicable Mortgage Loan Seller makes the related Loss of Value Payment within the Initial Cure Period or, if applicable,
within the Extended Cure Period, (c) any event described in clauses (v) or (vi) 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) of the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole
Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation
Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents);
provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess
Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion
Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall
be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such
Loss of Value Payment within 90 days of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


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


 



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any Excess Modification Fee Amount to reduce the related
Liquidation Fee pursuant to the terms of this Agreement.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the
applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related
Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining
the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full
amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation
Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect
to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent
allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor
Agreement.


 


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


 


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


 


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


 


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


 



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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C34,
Commercial Mortgage Pass-Through Certificates, Series 2016-C34, 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).


 


“Marriott Monterey
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 13, 2016, by and between the holder of
the Marriott Monterey Pari Passu Companion Loan and the holder of the Marriott Monterey Mortgage Loan, relating to the relative
rights of such holders of the Marriott Monterey Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Marriott Monterey
Mortgage Loan”: With respect to the Marriott Monterey Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory
note A-1, and is pari passu in right of payment with the Marriott Monterey Pari Passu Companion Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Marriott Monterey Intercreditor Agreement.


 


“Marriott Monterey
Mortgaged Property”: The Mortgaged Property that secures the Marriott Monterey Whole Loan.


 



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“Marriott Monterey
Pari Passu Companion Loan”: With respect to the Marriott Monterey Whole Loan, the Companion Loan evidenced by the related
promissory note designated as promissory note A-2 and made by the related Mortgagor and secured by the Mortgage on the Marriott
Monterey Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Marriott
Monterey Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Marriott Monterey
Intercreditor Agreement.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in interest and assigns,
or any successor appointed as allowed herein.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


(i)         the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)       an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in


 



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recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy
of such Assignment of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)        an original
Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in favor of
“Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34” (or in the case
of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing
recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller
is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or
to be submitted for recording);


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


(xiv)      the
original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


(xv)
       the original or a copy of any franchise agreements and comfort letters or similar agreements
relating to such Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar
agreement, any assignment of such agreements or any notice to the franchisor of the transfer of such Mortgage Loan or
Serviced Whole Loan and/or request for the issuance of a new comfort letter in favor of the Trustee, in each case, as
applicable;


 


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


 


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


 


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


 


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


 


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


 



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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 Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit
of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection
with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable
Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of the definition
of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable Mortgage
Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii),
(ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee
and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in
connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related Mortgage
File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery,
in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified
above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements
of clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA
(in such form as was delivered to the custodian under the related Non-Serviced PSA).


 


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


 


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


 



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


 


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


 


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


 


(ii)        the
Mortgagor’s name;


 


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


 


(iv)       the
Mortgage Rate in effect at origination;


 


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


 


(vi)       the
original principal balance;


 


(vii)      the
Cut-off Date Balance;


 


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


 


(ix)       the
original and remaining amortization terms;


 


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


 


(xi)       the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 



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


 


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


 



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“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to
its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan
or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage
Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without
regard to the passage of such Maturity Date.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“NMWHFIT”:
A “Non-Mortgage Widely-Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(12)
or successor provisions.


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage


 



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


 



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


 



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determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


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


 



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


 



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Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced
Companion Loan”: The Marriott Monterey Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: The Marriott Monterey Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The Marriott Monterey Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The Marriot Monterey Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: The Marriot Monterey Pari Passu Companion Loan.


 


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


 


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


 






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“Non-Serviced
PSA”: With respect to the Marriot Monterey Whole Loan, the CGCMT 2016-P3 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: The Marriot Monterey 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).


 


“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-E Certificates, the Class X-E Notional Amount, in the
case of the Class X-FG Certificates, the Class X-FG Notional Amount, and in the case of the Class X-H Certificates,
the Class X-H Notional Amount.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.0034%.


 


“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, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related AB Subordinate
Companion Loan)), 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


 



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any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller,
the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder or
any of their Affiliates.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K
with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to
any Other Securitization Trust that


 



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is not subject to the reporting requirements of the Exchange Act, the trustee, certificate
administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible
for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing
to the parties to this Agreement.


 


“Other Pooling
and Servicing Agreement”: Any pooling and servicing agreement, trust and servicing agreement or other servicing agreement
that creates a trust whose assets include any Serviced Companion Loan. For the avoidance of doubt, each of the Regent Portfolio
Pooling and Servicing Agreement and the Congressional North Shopping Center & 121 Congressional Lane 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 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-3FL Pass-Through Rate, the Class A-3FX Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-SB
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate,
the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate,
the Class H Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-E Pass-Through
Rate, the Class X-FG Pass-Through Rate or the Class X-H 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 or a Yield Maintenance Charge.


 


“Percentage
Interest”: As to any Certificate (other than the Class R 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
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, 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 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.


 


“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 Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 


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


 



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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)), and (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)) (or, in the
case of any such Rating Agency as set forth in subclauses (A) – (F) above, such other rating as is the subject of a Rating
Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities;


 


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


 


(iv)        debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each Rating


 



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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 of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non United States jurisdiction) (a)(1) in the case of such investments with maturities of 30 days or less, the short
term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s and “F1”
by Fitch, or the long-term obligations of which corporation are rated at least “A2” by Moody’s and “A”
by Fitch, (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations
of which are rated at least in the highest short-term debt rating category of Moody’s and “F1+” by Fitch, or
the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities of six months or less,
but more than three months, the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term
obligations of which corporation are rated at least “Aa3” by Moody’s, and (B) in the case of such investments
with maturities of six months or less, but more than three months, the short-term obligations of which are rated at least “F1+”
by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating
of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of more than six months, the short-term
obligations of which are rated at least “P1” by Moody’s, and the long-term obligations of which are rated at
least “Aaa” by Moody’s, and (B) in the case of such investments with maturities of more than six months, the
short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent
(or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess of six
months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated by DBRS,
an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) (or, in the case of any such
Rating Agency as set forth in subclauses (a) – (b) above, such lower rating as is the subject of a Rating Agency
Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 






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


 


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


 


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


 


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


 



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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 insurance (or title
agency) and/or other insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its
Affiliates in connection with any services performed by such party with respect to any Mortgage Loan (other than any Non-Serviced
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).


 


“Pre-close Information”:
As defined in Section 3.13(c).


 


“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), 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


 



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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) on the
amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date through
which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to
be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any
Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable,
with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the
amount of interest (net of the related Servicing Fees), 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) on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and
ending on such following Due Date. With respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date
shall be allocated first to the related AB Subordinate Companion Loan and then to the related Mortgage Loan.


 


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


 


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


 


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


 






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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Class A-3FL and
Class A-3FX Certificates) and the Class A-3FX Regular Interest, an amount equal to the sum of the following amounts: (a) the
Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date
and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that
are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the
case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery
will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 



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


 


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


 


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


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless be a Privileged
Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special


 



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Servicer Information
specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any information related
to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) and clause (ii) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict access (x) by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan or (y) by a Subordinate Companion Holder to any information related to the related AB Whole Loan, and in no case
shall the Master Servicer or the Certificate Administrator be held liable if (1) the Special Servicer accesses any Excluded Special
Servicer Information or (2) a Subordinate Companion Holder accesses any information that would constitute Excluded Information
if such AB Whole Loan were an Excluded Controlling Class Loan; and provided, further, that (a) the Master Servicer
shall not restrict access by the Special Servicer to any information related to any Mortgage Loan other than any Excluded Special
Servicer Loan with respect to which the Special Servicer is a Borrower Party, and (b) the Certificate Administrator shall not restrict
access by the Special Servicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan; and
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). In no case shall the Master
Servicer be liable for any communication to the Special Servicer, or for any disclosure of information to the Special Servicer,
relating to an Excluded Special Servicer Loan (including any information delivered to the Certificate Administrator for posting
on 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 May 12, 2016.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion


 



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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), 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 Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in respect of the omission,
breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement
of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional trust fund
expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket expenses
shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in
taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(l) hereof;


 


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


 






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


 



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


 



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


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in June 2049.


 


“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 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


 



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the Rating Agency indicating its decision not to review
the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency
Confirmation from the Rating Agency with respect to such matter.


 


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


 


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


 


“Rating Agency
Trigger Event”: The Swap Counterparty’s rating assessment (or, if no counterparty rating is available, the Swap
Counterparty’s senior unsecured debt rating) is not at least “A(low)” by DBRS or “A3” by Moody’s
or the Swap Counterparty’s long-term rating is not at least “A-” by Fitch.


 


“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.


 


“Regent Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 24, 2016, by and between the holder of the
Regent Portfolio Pari Passu Companion Loan and the holder of the Regent Portfolio Mortgage Loan, relating to the relative rights
of such holders of the Regent Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Regent Portfolio
Mortgage Loan”: With respect to the Regent Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory note
A-1, and is pari passu in right of payment with the Regent Portfolio Pari Passu Companion Loan to the extent set forth in
the related Mortgage Loan documents and as provided in the Regent Portfolio Intercreditor Agreement.


 


“Regent Portfolio
Mortgaged Property”: The Mortgaged Property that secures the Regent Portfolio Whole Loan.


 


“Regent Portfolio
Pari Passu Companion Loan”: With respect to the Regent Portfolio Whole Loan, the Companion Loan evidenced by the related
promissory note designated as promissory note A-2 and made by the related Mortgagor and secured by the Mortgage on the Regent Portfolio
Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Regent Portfolio
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Regent Portfolio Intercreditor
Agreement.


 


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


 


“Regent Portfolio
Whole Loan”: The Regent Portfolio Mortgage Loan, together with the Regent Portfolio Pari Passu Companion Loan, each of
which is secured by the same


 



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Mortgage on the Regent Portfolio Mortgaged Property. References herein to the Regent Portfolio Whole
Loan shall be construed to refer to the aggregate indebtedness under the Regent Portfolio Mortgage Loan and Regent Portfolio Pari
Passu Companion Loan.


 


“Registered
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.


 


“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 H, Class X-A, Class X-B, Class X-E, Class X-FG and Class X-H
Certificates.


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


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


 






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        Related
        Certificates

	 	
        Related
        Lower-Tier Regular Interest


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners,


 



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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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, REO Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other


 



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reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


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


 


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


 


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


 


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


 


“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


 



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designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Serviced AB
Mortgage Loan”: The Congressional North Shopping Center & 121 Congressional Mortgage Loan.


 






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“Serviced AB
Whole Loan”: The Congressional North Shopping Center & 121 Congressional Lane Whole Loan.


 


“Serviced Companion
Loan”: Each of (i) the Regent Portfolio Pari Passu Companion Loan and (ii) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


“Serviced 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 backed, wholly or partially, by any Serviced Companion Loan.


 


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


 


“Serviced Pari
Passu Companion Loan”: The Regent Portfolio Pari Passu Companion Loan.


 


“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 Regent Portfolio Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: The Regent Portfolio Whole Loan.


 


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


 


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


 


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


 


“Serviced Whole
Loan”: The Regent Portfolio Whole Loan and the Congressional North Shopping Center & 121 Congressional Lane Whole
Loan, as applicable.


 



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“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 two (2) Business
Days following the date the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.


 


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


 


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


 


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


 






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


 


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


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes,
in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate, which
is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance
of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect
to (i) the Regent Portfolio Pari Passu Companion Loan, a per annum rate equal to 0.0025% and (ii) the Congressional North
Shopping Center & 121 Congressional Lane Subordinate 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 Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that the Master Servicer or the


 



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Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


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


 


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


 


(i)          the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer or
the Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to
the Special Servicer or the Master Servicer, as applicable), 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 Special Servicer, which provides that such refinancing will occur within 90 days after the
date on which such Balloon Payment will become due (provided that if either (x) such refinancing does not occur before
the expiration of the time period for refinancing specified in such binding commitment or (y) the Master Servicer is required
to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Companion 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
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control


 



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Termination Event
has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the
foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is likely
to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the
date on which such Balloon Payment will become due (or, if the Mortgagor has delivered to the Master Servicer or the Special Servicer
(and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the Special Servicer
or Master Servicer, as applicable) 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 Special Servicer which provides
that such refinancing will occur within 90 days following the date on which such Balloon Payment will become due, the Master
Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination of
the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event
has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing 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 90 days following the date on which such Balloon
Payment will become due); or


 


(iv)        there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or 3.18 hereof) under the related Mortgage Loan
documents, other than as described in clause (i) or (ii) above, that may, in the good faith and


 



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reasonable
judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of
the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event has occurred
and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing
Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing),
materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Companion Loan or
otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Companion Loan,
the interests of any related Serviced Companion Noteholder(s) (taking into account the subordinate or pari passu nature
of any Companion Loan)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage
Loan or Serviced Companion Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


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


 


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


 


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


 


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


 



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(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 Companion Loan
(if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Companion Noteholder)
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”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents.


 


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


 


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


 


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


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer
Loan) and the Serviced Companion Loans, LNR Partners, LLC, and its successors in interest and assigns, or any successor special
servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer
appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.


 






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“Special Servicer
Decision”: Any of the following with respect to a Mortgage Loan or Serviced Whole Loan:


 


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


 


(b)          approving
annual budgets for the related Mortgaged Property with material (more than 10%) increases in operating expenses or payments to
entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at
fee rates agreed to at the origination of the related Mortgage Loan);


 


(c)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such amounts
with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified on Schedule 3 to this
Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance
related criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any
request 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
or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute
a Special Servicer Decision);


 


(d)          any
requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced
Whole Loan that is not a Major Decision other than: (i) grants of easements or rights of way that do not materially affect
the use or value of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan
or Serviced Whole Loan; (ii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;
(iii) the acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection
with a defeasance; or (iv) requests 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;


 


(e)          approving
any transfer of an interest in the Mortgagor under a Mortgage Loan (other than a Non-Serviced Mortgage Loan), unless such transfer
(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion
other than confirming the satisfaction of the conditions to the transfer set forth in the related Mortgage Loan documents that
do not include lender approval or the exercise of lender discretion, including a consent to transfer to any subsidiary or affiliate
of such Mortgagor or to a Person acquiring less than a majority


 



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interest in such Mortgagor (for the avoidance of doubt, determining
whether one or more financial covenants is satisfied shall not constitute lender approval or the exercise of lender discretion)
and (ii) does not involve incurring new mezzanine financing or a change in control of the Mortgagor;


 


(f)           requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


 


(g)          approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


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


 


(i)           agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default, (ii)
a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would
permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal
prepayment; provided that the foregoing is not otherwise a Major Decision; 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 (and in any such case, the Master Servicer will be required
to provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where
the collateral for the Mortgage Loan is the Ground Lease).


 


Subject to the terms
and conditions of Section 3.08(a) and Section 3.08(b), and the immediately succeeding sentence, (a) the Special Servicer
shall process all requests for any matter that constitutes a “Special Servicer Decision” with respect to (i) any Specially
Serviced Loan and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan (unless the Master Servicer and Special
Servicer have mutually agreed to have the Master Servicer process such request) and (b) the Master Servicer shall process all requests
for any matter that constitutes a “Special Servicer Decision” with respect to (i) any Non-Specially Serviced Loan that
is a WFB Mortgage Loan and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan if the Master Servicer and the
Special Servicer have mutually agreed to have the Master Servicer process such request. Upon receiving a request for any matter
that constitutes a Special Servicer Decision with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan), except
with respect to any such request relating to a Non-Specially Serviced Loan that is a WFB Mortgage Loan, the Master Servicer shall
forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such request, the Special Servicer will be required to process such request and the Master


 



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Servicer will
have no further obligation with respect to such request or the related Special Servicer Decision. However, regardless of whether
the Master Servicer or the Special Servicer is required to process such request, any Special Servicer Decision (with respect to
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) including WFB Mortgage Loans) will require the consent or approval
(or deemed consent or approval) of the Special Servicer.


 


“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) 0.25% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than
$3,500, in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall
be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such
Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan, as applicable, on such date.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Swap Contract”:
The Class A-3FL Swap Contract.


 


“Swap Counterparty”:
With respect to the Class A-3FL Certificates, Wells Fargo Bank, National Association, acting in such capacity under the Class A-3FL
Swap Contract, or its successor-in-interest.


 


“Swap Counterparty
Collateral Account”: With respect to the Class A-3FL Certificates, the trust account or accounts created and maintained
as a separate account or accounts by the Certificate Administrator pursuant to Section 3.34(f), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34 (subject to the rights of the Swap Counterparty as provided in the Class A-3FL Swap Contract), Swap
Counterparty Collateral Account” and which must be an Eligible Account (or a subaccount of an Eligible Account). The Swap
Counterparty Collateral Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099,
as applicable,


 



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


 


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


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


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


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Wells Fargo Commercial Mortgage Trust
2016-C34”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all
revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights 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


 



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therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional
security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited
in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on
deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account), the Class A-3FX Regular Interest Distribution Account and any REO
Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests and the Class A-3FX Regular Interest; (xii) the Swap Contract; and (xiii) the proceeds of the foregoing (other than
any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to
the extent such interest belongs to the related Mortgagor).


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


“Trust REMIC”:
As defined in the Preliminary Statement.


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $210 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Wells Fargo Securities, LLC, 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


 



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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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case


 



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of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of
98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to
Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b), taking into account any
notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)
hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j),
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. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in
proportion to their respective Percentage Interests. A Holder of Class A-3FL or Class A-3FX Certificates who is a Non-U.S. Tax
Person must irrevocably appoint a U.S. Tax Person to vote on any matters requiring the vote of such Holders. The Class R Certificates
will not be entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“WFB Mortgage
Loans”: The Mortgage Loans sold to the Depositor by Wells Fargo Bank, National Association, pursuant to the related Mortgage
Loan Purchase Agreement.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“Whole Loan”:
Any of (i) the Regent Portfolio Whole Loan, (ii) the Congressional North Shopping Center & 121 Congressional Lane Whole Loan
and (iii) the Marriott Monterey 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


 



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the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


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


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges) 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 (including any related Serviced Companion Loan) for so long as it remains a Corrected Loan.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


Section
1.02          Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect
to the Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)         
  All calculations of interest (other than as provided in the related Mortgage Loan documents or as
related to the Class A-3FL Certificates) provided for herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months. All calculations of interest in respect of the Class A-3FL Certificates, except with respect to
Distribution Dates during which a Class A-3FL Swap Conversion Event has occurred and is continuing, shall be made on the
basis of the actual number of days in a month and a 360-day year. All calculations of interest with respect to the Class
A-3FL Certificates and Distribution Dates during which a Class A-3FL Swap Conversion Event has occurred and is continuing
shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)          
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received
by the Master Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard


 



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consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan, on which interest accrues.


 


(iii)     
    Any reference to the Certificate Balance of any Class of Principal Balance Certificates
or the Class A-3FX Regular Interest on or as of a Distribution Date shall refer to the Certificate Balance of such
Class of Principal Balance Certificates or the Class A-3FX Regular Interest, as applicable, on such Distribution Date
after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a), Section 4.01(b)
and Section 4.01(c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates
(other than the Class A-3FL or Class A-3FX Certificates) or the Class A-3FX Regular Interest (and correspondingly, the amount
allocated to the Class A-3FL and Class A-3FX Certificates pursuant to Section 4.04(b), as applicable, on the
immediately preceding Distribution Date pursuant to Section 4.04, 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 (other than the Class A-3FL and Class A-3FX Certificates) or
the Class A-3FX Regular Interest (and correspondingly, the amount allocated to the Class A-3FL and Class A-3FX Certificates
pursuant to Section 4.04(b)) and added to the Certificate Balance pursuant to Section 4.04(a). The
aggregate Certificate Balance of the Class A-3FL and Class A-3FX Certificates shall be equal to the Certificate Balance
of the Class A-3FX Regular Interest at all times, and any reductions or increases in the Certificate Balance of the Class
A-3FX Regular Interest shall result in a corresponding reduction or increase, as applicable, of the aggregate Certificate
Balance of the Class A-3FL and Class A-3FX Certificates.


 


(iv)      
   Unless otherwise specifically provided for herein, all net present value calculations and
determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including
for purposes of the definition of “Servicing Standard”) shall be made, in the event the Mortgage Loan
documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan, Serviced
Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted Loan, the highest of (x) the rate
determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be
obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update
of such Appraisal) of the related Mortgaged Property.


 


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


 



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trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata
and pari passu, to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal
Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01          Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint
the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for the benefit
of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest)
all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any
security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the
Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement among the Depositor, Basis Real Estate
Capital II, LLC and Basis Investment Group LLC; (iii) the Intercreditor Agreements; and (iv) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest
therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under
the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s
interest therein); (vii) the Master Servicer’s, the 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 Depositor’s interest therein); (viii) any Assignment
of Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit,
indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent
of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts
(to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s
interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Class
A-3FX Regular Interest Distribution Account and any REO Account (to the extent of the Depositor’s interest in such REO Account),
including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s
interest therein); (xii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent
not covered by clause (ii) above); (xiii) the


 


 



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Lower-Tier Regular
Interests and the Class A-3FX Regular Interest; (xiv) the Swap Contract; and (xv) 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) (collectively, the “Conveyed Property”). 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
May 2016 but have their first Due Date in June 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, Basis Real Estate Capital II, LLC and Basis Investment Group LLC,
it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights
under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10,
13 and 15 in connection therewith. 


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


 



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by the public filing or recording office
where such document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing
or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original
or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the
applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date set forth herein, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s
office or the applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording),
with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing
Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent
to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from
the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable Mortgage
Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy
thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded
or filed), for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or
destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence
of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance
company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before
the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan
Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required
to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any
one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)
of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to
any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect
to 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


 



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respect to such Mortgage Loan (in fully complete and recordable form or
form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days
after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent
to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from
the appropriate public filing office or county recorder’s office the applicable filing or recording information as to the
related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery
of any such assignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage File”
herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable,
any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)
of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering
to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording
or filing or (except for recording or filing information not yet available) to be sent for recording or filing; provided
that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered
to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary,
with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”, the
applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in the
name of, or assigned to, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34”, and a copy to the Custodian or, if such original has been submitted
by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit
(changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order
for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof
and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to
any letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for
reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant
to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days after the
Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies
of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not otherwise
paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the Master Servicer to draw on such


 



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letter(s) of credit on behalf of the Trust and shall cooperate
with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior
to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the
Trust.


 


(c)           Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is
required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each
assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the
“Assignments” and, individually, “Assignment”) relating to the Mortgage Loans conveyed
by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and
to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording office.
On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans
substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this subsection (c) and except in the case of
a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan
Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the
Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording
and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office
for real property records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for
recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public
recording office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or
its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment
received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such
Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be
included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument
is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be
recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect
therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the
related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has
not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the
related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue
such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of
such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall
cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable
Secretary of State for confirmation that the Assignment appears in such records and retain a copy 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
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Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the
Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation
of replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate
governmental office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall
be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition
of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of
“Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense
of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required
to protect the Trustee’s interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge
by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating
to the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest) and, if applicable, on behalf of the related
Companion Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under
the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


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


 


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


 






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(g)          
With respect to the Mortgage Loans identified as Loan Nos. 3, 5 and 25 on the Mortgage Loan Schedule, which are each
subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice
to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the
Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under
the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage
Loan Seller or its designee shall provide any such required notice or make any such required request to the related franchisor
(with a copy of such notice or request to the Master Servicer and the Special Servicer) within forty-five (45) days of the
Closing Date (or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable
efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such
new document or acknowledgement as may be contemplated under the existing comfort letter). If the Master Servicer is unable to
acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing
Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.


 


(h)          
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each
Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor
by uploading such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but
in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor
a certificate (with a copy (which may be sent by e-mail) to each of the Master Servicer, the 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 and the Class A-3FX Regular Interest), as applicable. If any
Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver
a copy of such Mortgage Note, together with a signed lost note affidavit and


 



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appropriate indemnity and shall thereby be deemed
to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)          
Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within
sixty (60) days after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents
delivered or caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such
review (but in no event later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached
as Exhibit Q, certify in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder
(so long as no Consultation Termination Event shall have occurred and be continuing), the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of
the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate
to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the
form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the
Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or
recording and have not been returned by the filing office or the recorder’s office).


 


(c)          
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about
the first anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in
writing to each of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other
than any related Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified
in any exception report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v),
(viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage
Loan, if applicable, and (iii) based on such examination and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 






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


 



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related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any
taxes payable on income or gain with respect thereto.


 


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


 


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


 



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for each affected Mortgage Loan, with
particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and
separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan
Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


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


 


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


 


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


 


In the event that the
Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of
such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan


 



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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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 requiring
action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request
by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g)
with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide
any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage
File.


 


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


 


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


 


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


 


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


 


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


 



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equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);


 


(iii)         
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will
not conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)         
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the
Trust, and the Mortgage Loans have been validly transferred to the Trust.


 


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


 



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and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material
Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such
additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such
cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted))
and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have
delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such
officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor
and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event)
the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial
Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that
the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period. Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the
interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect
or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of
the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for
deposit into the Collection Account. In the event the Special Servicer is required to enforce the Repurchase Request related to
a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by the Special Servicer,
the Master Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan and not


 



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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
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 Special Servicer, as applicable, from exercising any of its rights related
to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as
a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


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


 


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


 



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respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything
contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material Defect
or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to repurchase
if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless
(i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning
of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective
obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing such Material
Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part,
a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect
to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged
Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such
Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such
release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating
Agency Confirmation.


 


(c)          
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Sections 2.01(b) and 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a Material Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be
regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on
its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy
of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the definition
of Mortgage File; (d) the absence from the Mortgage File of any


 



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intervening assignments required to create a complete chain
of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment
with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller
stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the absence from
the Mortgage File of any required letter of credit; or (f) with respect to any related leasehold Mortgage Loan, the absence
from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however,
that no Defect (except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through
(f) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable,
of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related
Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue
a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File herein, in
lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect
to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the
Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery
requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged
receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can
otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost
may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a)
of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any
such loss to the extent provided for in Section 8.01 hereof.


 


(d)          
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and
the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage
Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer (other than attorney-client communications that are privileged


 



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communications), and each document that constitutes a part
of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against Basis
Investment Group LLC, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Section 19 thereof.


 


(f)           
The Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests and the Class A-3FX Regular Interest), enforce the obligations of the applicable Mortgage Loan Seller under the
applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims,
if any, shall be carried out in such form, to such extent and at such time as the Special Servicer would require were it, in its
individual capacity, the owner of the affected Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the
enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall,
to the extent not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing
Advances to the extent not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable costs of
such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to
the extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action
it is determined that the amounts described in clauses first and second are insufficient, then pursuant to
Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection Account.
Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related
Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)          
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material
Defect, which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller
shall have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the


 



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terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair the Special Servicer’s collection or recovery of principal, interest and other sums due with respect
to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special
Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with
the Servicing Standard.


 


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


 


(i)           
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed
Underlying Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required
to be repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage;
provided, however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and
conditions of the related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying
Loan Repurchase Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion
of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse
REMIC Event and (iii) in connection with such partial release,


 



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


 


(k)          
(i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement
that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Special Servicer, and the Special Servicer shall
promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement.
Subject to Section 2.03(l), the Special Servicer (the “Enforcing Servicer”) shall be the Enforcing
Party with respect to a Certificateholder Repurchase Request.


 


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


 


(iii)         
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives
the Repurchase Request (a “Resolution Failure”), then


 



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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 Special Servicer (in
the case of Non-Specially Serviced Loans and Specially Serviced Loans) from exercising any of its rights related to a Material
Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided
by law.


 


(l)           
(i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether
the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (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


 



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Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer
shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights
against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant
to Section 6.08.


 


(iii)         
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution
Election Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate
Owner (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer
shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either
mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request
(the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of
the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing
Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the
timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the 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 (including whether to refer the matter to mediation (including non-binding arbitration)
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


 



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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 Special Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)         
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)        
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the
Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)      
For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates
shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)        
The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however,
the Requesting Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method
is unsuccessful.


 


(m)         
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)            The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (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


 



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


 


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


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration
(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


 



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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 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;


 






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(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 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


 



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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 (A) the Certificateholders shall be permitted to communicate
prior to the commencement of any such proceedings to the extent provided in Section 5.06, (B) to the extent that
the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such Repurchase
Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant to Section
2.02 and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase
Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)       
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer
a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability
of the Enforcing Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation,
a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu,
or bankruptcy or other litigation) or the exercise of any rights of a Directing Certificateholder.


 


(viii)      
In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may
not elect to then utilize the alternative method.


 


(ix)        
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


 


Section
2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests and the Class A-3FX Regular Interest.
The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans and the other assets comprising the Lower-Tier
REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Lower-Tier Regular Interests
and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular
Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the
Trustee acknowledges that it has caused the


 



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Certificate Administrator to issue the Class UR Interest and has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
the Regular Certificates and the Class R Certificates, and the Certificate Administrator acknowledges the issuance of the
Class A-3FX Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in
authorized Denominations and the Class A-3FX Regular Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC
(and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the Class A-3FX Regular Interest to the Certificate Administrator for the
benefit of the respective Holders of the Class A-3FL and Class A-3FX Certificates. The Certificate Administrator (i) acknowledges
the assignment to it of the Class A-3FX Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares
that it holds and will hold the Class A-3FX Regular Interest in trust for the exclusive use and benefit of all present and future
Holders of the Class A-3FL and Class A-3FX Certificates and the Swap Contract in trust for the exclusive use and benefit of all
present and future Holders of the Class A-3FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute,
and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the
Class A-3FX Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or
its designees, of the Class A-3FL and Class A-3FX Certificates in authorized Denominations. The Depositor hereby directs the Certificate
Administrator to enter into the Class A-3FL Swap Contract and related agreements (including questionnaires) on behalf of the Trust.


 


Section
2.05          Creation of the Grantor Trust. The Class A-3FX Certificates and Class A-3FL Certificates are hereby designated
as undivided beneficial interests in the portions of the Trust Fund consisting of the Class A-3FX Specific Grantor Trust Assets
and the Class A-3FL Specific Grantor Trust Assets, respectively, which portions shall be treated as a grantor trust within the
meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01          The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of
the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and Special Servicer
shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided
below) to service in accordance with applicable law, this Agreement, 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


 



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Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier
Regular Interests and the Class A-3FX Regular Interest), as a collective whole, taking into account the subordinate or pari passu
nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion
Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor
Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the
Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor
Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or
the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the
following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which
the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third
party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the
case may be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans
or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal
and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests
of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and
in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective
whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking
into account the subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary
and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan
servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan
Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing;
(ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by
the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the
obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder
or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced
Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties
not


 



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covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of
its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any
option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may
be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of
their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer
or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred
to as the “Servicing Standard”).


 


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


 


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


 



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coordinated through and with the cooperation of the Master
Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special
Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be
construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special
Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest
accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk
of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be
construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders
in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in
such determination.


 


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


 



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original powers of attorney in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the
Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master
Servicer or the Special Servicer any powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as
the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained
herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the
Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any
requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then
provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or
such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 


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


 



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Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


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


 


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


 


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


 






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


 


(h)         Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)          The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan
Holder, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, by the related AB Subordinate Companion Loan
and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu Companion Loan, in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan.


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related


 






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Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


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


 


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


 


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


 






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between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)          In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use
reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)          For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section
3.02          Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided, that the Master Servicer or the
Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it
is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any
Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may
in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one
additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense
of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence of a Consultation Termination
Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a
Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the
Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented
to


 






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such proposed waiver); provided,
further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the
Special Servicer, as the case may be, may waive any Penalty 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) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period,
over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that
have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I


 






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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); and


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


provided that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of
the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to
application as described above.


 






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(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) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage
Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period,
over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that
have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery
of accrued and unpaid interest pursuant to clause fifth below on earlier dates);


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause fifth on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


 


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


 






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Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees);


 


provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to
the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)        Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


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


 


(d)          [RESERVED].


 


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


 


(f)          Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable


 






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


 


Section
3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one or more
accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall
administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents.
Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related
Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder
therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in
accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted Investments in
accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by
the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and
then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined
to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms
of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after
the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under
the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent
permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be
paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage
Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any
Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related
Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance
of the Servicing Accounts.


 


(b)          The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien


 






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


 


(c)          In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to
the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty or
interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an


 






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


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance, in which case such determination
shall be conclusive and binding on the Master Servicer and the Trustee and such Servicing Advance shall constitute a Nonrecoverable
Servicing Advance for all purposes of this Agreement (but this statement shall not be construed to entitle the Special Servicer
to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,
that a Servicing Advance constitutes or would


 






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


 


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


 






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applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


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


 


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


 


Section
3.04          The Collection
Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account and the Class A-3FX Regular Interest Distribution Account.
(a) The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which
the Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day
following receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the
Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received
or made


 






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by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto;


 






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provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


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


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a); provided, that to the extent any of the foregoing amounts are
received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts
to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit
such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts received by the
Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted
to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check
to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds
in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National
Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator
and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)          The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Class A-3FX Regular Interest Distribution Account and the Gain-on-Sale Reserve Account in trust
for the benefit of the Certificateholders and (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for
deposit in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in
each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition
of Available Funds) for the related Distribution Date. For the avoidance of doubt, so long as Wells Fargo Bank, National Association
is the Certificate Administrator, all


 






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funds held in the Distribution Account, the Interest Reserve Account and the Class A-3FX
Regular Interest Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder.
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 Master Servicer shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of,
the related Serviced Companion Loan prior to such date and deposit such amount into the Companion Distribution Account; provided,
however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(k). With respect to the Regent Portfolio Whole Loan, in the event the Master Servicer has received
written notice that the applicable Other Servicer or Other Trustee has made an advance of a monthly debt service payment on the
Regent Portfolio 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 the Regent Portfolio Pari Passu Companion Loan in accordance with the
terms of this Agreement and the Regent Portfolio Intercreditor Agreement.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Class
A-3FX Regular Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account,
which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the 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 the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


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


 






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


 


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


 


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


 


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


 


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


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively,
and then immediately be deemed to withdraw from the Upper-Tier REMIC Distribution Account and deposit in (i) the Class A-3FL Sub-Account,
an aggregate amount of immediately available funds equal to the Class A-3FL Percentage Interest of Class A-3FX/A-3FL Available
Funds and the Class A-3FL Percentage Interest of any Prepayment Premiums and Yield Maintenance Charges actually collected and
allocated to the Class A-3FX Regular Interest for such Distribution Date as specified in Section 4.01(b) and Section
4.01(e) and (ii) the Class A-3FX Sub-Account, an aggregate amount of immediately available funds equal to the Class A-3FX
Percentage Interest of the Class A-3FX/A-3FL Available Funds and the Class A-3FX Percentage Interest of any Prepayment Premiums
and Yield Maintenance Charges actually collected and allocated to the Class A-3FX Regular Interest for such Distribution Date
as specified in Section 4.01(b) and Section 4.01(e).


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution


 






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Account or the Class A-3FX Regular Interest Distribution Account shall not be invested for so long as Wells
Fargo Bank, National Association is the Certificate Administrator; provided, however, that such funds may be invested
and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate 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-C34, Commercial Mortgage
Pass-Through Certificates, Series 2016-C34 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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


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


 


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 2016-C34 - 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. The Certificate
Administrator may request, and the Depositor shall provide, any information or form reasonably required for tax purposes in connection
with federal tax withholding on the Legal Fee Reserve Account.


 


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


 






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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 Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution
Account and the Class A-3FX Regular Interest Distribution Account shall be located at the offices of the Certificate Administrator.
The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location
of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if
established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding the Class A-3FL Specific Grantor Trust Assets
and the Class A-3FX Specific Grantor Trust Assets and (ii) the Companion Distribution Account, if it is a sub-account of the Collection
Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account,
and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC; the Class A-3FX Regular Interest Distribution Account will be owned by the Grantor Trust for the benefit
of the Holders of the Class A-3FL and Class A-3FX 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 funds such account) will be owned by the Upper-Tier REMIC, each
for federal income tax purposes.


 


(c)          [RESERVED].


 


(d)          [RESERVED].


 


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


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Master Servicer, who shall then 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.


 






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(f)          Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          On
or before the Closing Date, the Certificate Administrator (on behalf of the Trustee) shall establish and maintain the Class A-3FX
Regular Interest Distribution Account as a sub-account of the Distribution Account. The Class A-3FX Regular Interest Distribution
Account shall have the following two sub-accounts: (i) a sub-account (the “Class A-3FL Sub-Account”), which
shall be held in trust for the benefit of the Holders of the Class A-3FL Certificates and the Swap Counterparty, as their interests
may appear, and (ii) a sub-account (the “Class A-3FX Sub-Account”), which shall be held in trust for the benefit
of the Holders of the Class A-3FX Certificates. The Class A-3FX Regular Interest Distribution Account shall be established and
maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed
to have made deposits in and withdrawals from the Class A-3FX Regular Interest Distribution Account in accordance with Section
3.05, Section 4.01(b) and Section 4.01(e), as applicable.


 


(h)          [RESERVED].


 


(i)          If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss
of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received
by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning
of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal
tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage
Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial
owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section
3.05          Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master
Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(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 the amounts required to be remitted pursuant to the first paragraph


 






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of Section
3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second
paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution Account
the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)        (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating
to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to
an AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then, from the AB Mortgage
Loan) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or
the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each
Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with
respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being
limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


 






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


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
in accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or


 






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recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


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


 


(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


 






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(including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


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


 


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


 






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foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)        to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


 


(x)         to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


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


 






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(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with respect
to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB
Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of
Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement
requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such
reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal
Balances or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)      to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


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


 






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(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)      to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)     to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


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


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no


 






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duty to re-calculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
basis and, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the
Collection Account.


 


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


 


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


 


(i)         to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)        to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(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


 






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Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


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


 


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


 


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


 


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


 


(c)         [RESERVED].


 


(d)         The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)          to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) and to the Class A-3FX Regular Interest Distribution Account in respect of the Class A-3FX Regular Interest,
on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)          to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         The
Certificate Administrator may make withdrawals from the Class A-3FX Regular Interest Distribution Account (and the Class A-3FX
Sub-Account and Class A-3FL Sub-Account) for each of the following purposes (the order set forth below not constituting an order
of priority for such withdrawals):


 


(i)         to
withdraw amounts deposited in the Class A-3FX Regular Interest Distribution Account in error and pay such amounts to the Persons
entitled thereto;


 


(ii)         to
pay any funds required to be paid to the Swap Counterparty under the Class A-3FL Swap Contract as specified in Section 3.34(c),
and to pay costs or expenses, if any, related to the Class A-3FL Swap Contract, in each case from the Class A-3FL Sub Account
only, pursuant to Section 3.34(e);


 


(iii)        to
make distributions to the Holders of the Class A-3FL and Class A-3FX Certificates, as applicable, pursuant to Section 4.01(b);
and


 


(iv)        to
clear and terminate the Class A-3FX Regular Interest Distribution Account (and the Class A-3FX Sub-Account and Class A-3FL Sub-Account)
pursuant to Section 9.01.


 






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(f)         Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees
payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


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


 


(i)         to
reimburse the Master Servicer, the Special 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


 






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


 


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


 


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


 


Section
3.06          Investment
of Funds in the Accounts. (a) The Master Servicer may direct any depository institution maintaining the Collection Account,
the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, each an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account and any Loss of Value
Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is
such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next
succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account
is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in
an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection
Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable,
that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall have
control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest
by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of
a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or


 






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the Special
Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the
Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of
the REO Account or any Servicing Account maintained by or for the Special Servicer) shall:


 


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


 


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


 


(b)          Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the


 






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qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


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


 


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


 






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preceding proviso, the Master Servicer shall be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special
Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded
Loan) the consent of the Directing Certificateholder or, with respect to a Serviced AB Whole Loan, the related AB Whole Loan Controlling
Holder prior to the occurrence and continuance of an AB Control Appraisal Period) and only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as the case may be, and, if available,
can be obtained at commercially reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, with the consent of the Directing Certificateholder) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master
Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the
case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x)
the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan
documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment,
in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first proviso
in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to
be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any


 






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


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types
and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions; provided that the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in
determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against
the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance
and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has
knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer
pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use
efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense
of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled
to rely on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal
Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more


 






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than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder, or, with respect to a Serviced AB Whole Loan,
the related AB Whole Loan Controlling Holder, neither the Master Servicer nor the Special Servicer will be liable for any loss
related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default
of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or cause such insurance
to be maintained.


 


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


 


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


 






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


 


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


 


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


 






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


 


(e)          During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. The cost of
any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer
as a Servicing Advance.


 


(f)          Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08          Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its
terms:


 


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


 


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


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any such 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 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 and any 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,


 






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provided that (i)(A) the Master
Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the case of the Master
Servicer, the Special Servicer, provided that such consent will be deemed given (unless earlier objected to by the Special
Servicer) within fifteen (15) Business Days (or five (5) Business Days after the time period provided for in any related Intercreditor
Agreement) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendation
and analysis with respect to such waiver and all information reasonably requested by the Special Servicer and reasonably available
to the Master Servicer in order to make an informed decision with respect to such waiver and (y) in the case of the Special Servicer,
if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Directing
Certificateholder, which consent shall be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10)
Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by the Master
Servicer and the Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably
requested by the Directing Certificateholder, and reasonably available to the Special Servicer, in order to grant or withhold
such consent, (B) if such Mortgage Loan is part of a Serviced AB Whole Loan and no related AB Control Appraisal Period shall have
occurred and be continuing, the Special Servicer shall obtain the prior written consent of the related Subordinate Companion Holder,
to the extent required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given (unless
earlier objected to by such holder) ten (10) Business Days after receipt by such holder of the Special Servicer’s written
analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis
prepared by the Master Servicer and the Special Servicer’s recommendation with respect to such waiver), together with such
other information reasonably requested by such holder, and reasonably available to the Special Servicer, in order to grant or
withhold such consent, to the extent required under the applicable Intercreditor Agreement, (C) if such Mortgage Loan is not an
Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall
have occurred and be continuing, the Special Servicer shall consult with the Directing Certificateholder pursuant to Section
6.08(a) hereof, and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000,
(y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans
then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together
with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans
outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in 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; provided that, for the avoidance of doubt, notwithstanding any provision contained in the
related Mortgage Loan


 






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documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver
or grant of consent under any “due-on-sale” provision if the related Mortgage Loan does not meet the criteria set
forth in subclause (ii)(x), (y) or (z). Notwithstanding anything herein to the contrary, with respect to
any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain
conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this
Agreement, the Special Servicer, with respect to all Specially Serviced Loans, related Serviced Companion Loans, on behalf of
the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have
been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving
a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been
satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to
whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a
Major Decision with respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan (and any related Serviced Pari
Passu Companion Loan), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process
such request and the Master Servicer shall have no further obligation with respect to such request or the related Special Servicer
Decision or Major Decision. However, regardless of whether the Master Servicer or the Special Servicer is required to process
any request, any Special Servicer Decision or Major Decision (with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) including WFB Mortgage Loans) will require the consent or approval (or deemed consent or approval) of the Special Servicer.


 


(b)          As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 






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(i)         provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)        requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan (and any related Companion Loan, if applicable) is serviced under this Agreement, the Master
Servicer (with respect to any such Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does
not involve a Special Servicer Decision or a Major Decision with respect to a Non-WFB Mortgage Loan) or the Special Servicer (in
any other case) on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to
such Mortgage Loan or any related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the
creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that (i)(A) the Master Servicer or the Special Servicer, as the case may be, shall obtain the prior
written consent of (x) in the case of the Master Servicer, the Special Servicer, provided that such consent will be deemed
given (unless earlier objected to by the Special Servicer) within fifteen (15) Business Days (or five (5) Business Days after
the time period provided for in any related Intercreditor Agreement) of the Special Servicer’s receipt from the Master Servicer
of the Master Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably
requested by the Special Servicer and reasonably available to the Master Servicer in order to make an informed decision with respect
to such waiver and (y) in the case of the Special Servicer, if such Mortgage Loan is not an Excluded Loan and no Control Termination
Event shall have occurred and be continuing, the Directing Certificateholder, which consent shall be deemed given (unless earlier
objected to by the Directing Certificateholder) ten (10) Business Days after the Directing Certificateholder’s receipt of
the Special Servicer’s written analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially
Serviced Loan, the written analysis prepared by the Master Servicer and the Special Servicer’s recommendation with respect
to such waiver), together with such other information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part of a Serviced
AB Whole Loan and no related AB Control Appraisal Period shall have occurred and be continuing, the Special Servicer shall obtain
the prior written consent of the related Subordinate Companion Holder, to the extent required under the applicable Intercreditor
Agreement, and such holder’s consent shall be deemed given (unless earlier objected to by such holder) ten (10) Business
Days after receipt by such holder of the Special Servicer’s written analysis and recommendation with respect to such waiver
(or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by the Master Servicer and the Special Servicer’s
recommendation with respect to such waiver), together with such other information reasonably requested by such holder, and reasonably
available to the Special Servicer, in order to grant or withhold such consent, to the extent required under the applicable Intercreditor
Agreement, (C) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing,
and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall consult with the


 






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Directing
Certificateholder pursuant to Section 6.08(a) hereof, and (ii) the Master Servicer or the Special Servicer, as the case
may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance
of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has
a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance
of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this subclause
(ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply; provided that, for the avoidance of doubt, notwithstanding any provision contained in the
related Mortgage Loan documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver
or grant of consent under any “due-on-encumbrance” provision if the related Mortgage Loan does not meet the criteria
set forth in subclause (ii)(A), (B), (C) or (D). Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


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


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee (provided that certain conditions are satisfied and there is no lender discretion
with respect to the satisfaction of such conditions), then for so long as such Mortgage Loan or related


 






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Companion Loan is being
serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage
Loan), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with
respect to all Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are
satisfied, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect
to whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a
Major Decision with respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan (and any related Serviced Pari
Passu Companion Loan), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process
such request and the Master Servicer shall have no further obligation with respect to such request or the related Special Servicer
Decision or Major Decision. However, regardless of whether the Master Servicer or the Special Servicer is required to process
any request, any Special Servicer Decision or Major Decision (with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) including WFB Mortgage Loans) will require the consent or approval (or deemed consent or approval) of the Special Servicer.


 


(c)          Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the
Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a
Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section
3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          [RESERVED].


 


(f)          The
Master Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause without the consent of the Special Servicer and the Special Servicer may not waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially Serviced Loan or relating
to any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control


 






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Termination Event and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing
Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s or the Special
Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional
information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under
any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within
such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09          Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related
Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing
Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights
under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest
of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to
which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments,
and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the
Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless
the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable,
for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together
with accrued and unpaid interest thereon would constitute a Nonrecoverable


 






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Advance. The costs and expenses incurred by the Special Servicer
in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would
not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed
so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property
at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent
with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes
of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be,
is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost
of which shall be paid by the Master Servicer as a Servicing Advance.


 


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


 


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


 


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


 


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


 


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


 






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


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental
Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense
of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with
respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests and
the Class A-3FX Regular Interest).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the 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


 






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Certificateholder at such time as it deems appropriate to release such Mortgaged Property from
the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior
to the occurrence of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder,
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing
Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented
or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting
such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed
consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such
written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the
Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under
the related Mortgage Loan documents.


 


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


 


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


 


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


 






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(h)          The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


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


 


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


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,


 






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requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall
be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)          If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


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


 






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


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of any defeasance fees actually collected during the related
Collection Period in connection with the defeasance of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan, if applicable (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement); (ii) (x) 50% of Excess
Modification Fees actually collected during the related Collection Period with respect to Non-Specially Serviced Loans and paid
in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement (including,
without limitation, a consent, approval or other action processed by the Special Servicer) and (y) 100% of Excess Modification
Fees actually collected during the related Collection Period with respect to Non-Specially-Serviced Loans and paid in connection
with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the processing, consent
or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement; (iii) (x) 100%
of assumption fees collected during the related Collection Period with respect to Non-Specially Serviced Loans in connection with
a consent, approval or other action that the Master Servicer is permitted to take in the absence of the processing, consent or
approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and (y) 50%
of assumption fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced
Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of
the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement (including,
without limitation, a consent, approval or other action processed by the Special Servicer); (iv) 100% of assumption application
fees collected during the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loans) for
which the Master Servicer is processing the underlying assumption transaction (whether or not consent of the Special Servicer is
required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans in connection with a consent that involves no modification,
waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with
a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of
the Special Servicer under the other provisions of this Agreement, and (y) 50% of consent fees on Non-Specially Serviced Loans
in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced
Companion Loan, as applicable) and is paid in connection with a consent that the Master Servicer is not permitted to take in the
absence of the consent or approval (or deemed


 



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consent or approval) of the Special Servicer under the other provisions of this Agreement
(including, without limitation, a consent processed by the Special Servicer); (vi) any and all amounts collected for checks returned
for insufficient funds on all Mortgage Loans and Serviced Companion Loans; (vii) 100% of charges for beneficiary statements or
demands actually paid by the Mortgagors under the Non-Specially Serviced Loans; (viii) (x) 100% of other loan processing fees actually
paid by the Mortgagors under the Non-Specially Serviced Loans to the extent that the consent or processing of the Special Servicer
is not required in connection with the associated action and (y) 50% of other loan processing fees actually paid by the Mortgagors
under the Non-Specially Serviced Loans to the extent that the consent of the Special Servicer is required in connection with the
associated action (including without limitation, an associated action processed by the Special Servicer); (ix) any Prepayment Interest
Excesses arising from any principal prepayments on the Mortgage Loans; (x) interest or other income earned on deposits in the Investment
Accounts maintained by the Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to any such Investment Account for each Collection Period and, further, in the case of the Servicing
Account, only to the extent such interest or other income is not required to be paid to any Mortgagor under applicable law or under
the related Mortgage Loan); and (xi) Penalty Charges paid by the Mortgagors and accrued while the related Mortgage Loans (other
than a Non-Serviced Mortgage Loan) were not Specially Serviced Loans to the extent provided in Section 3.11(d). In
addition, the Master Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other
than with respect to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent
such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related
Mortgagor. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and
to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


 


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


 



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


 


(c)          
The Special Servicer shall be entitled to additional servicing compensation in the form of (i) 100% of
Excess Modification Fees actually collected during the related Collection Period with respect to any Specially Serviced Loans or
REO Loan; (ii) 50% of Excess Modification Fees collected during the related Collection Period with respect to Non-Specially
Serviced Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the
absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement
(including, without limitation, a consent, approval or other action processed by the Special Servicer); (iii) (x) 100% of
assumption fees collected during the related Collection Period with respect to Specially Serviced Loans, and (y) 50% of assumption
fees and other similar items collected during the related Collection Period with respect to Non-Specially Serviced Loans in connection
with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement (including, without limitation,
a consent, approval or other action processed by the Special Servicer); (iv) 100% of assumption application fees collected during
the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which
the Special Servicer is processing the underlying assumption transaction; (v) (x) 100% of consent fees on Specially Serviced Loans
in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced
Companion Loan, as applicable), and (y) 50% of consent fees on Non-Specially Serviced Loans in connection with a consent that
involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and
is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement (including, without limitation,
a consent processed by the Special Servicer); (vi) 100% of charges for beneficiary statements or demands actually paid by the Mortgagors
under the Specially Serviced Loans; (vii) (x) 50% of other loan processing fees actually paid by the Mortgagors under the Non-Specially
Serviced Loans to the extent that the consent of the Special Servicer is required in connection with the associated action (including


 



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without limitation, an associated action processed by the Special Servicer) and (y) 100% of other loan processing fees actually
paid by the Mortgagors under the Specially Serviced Loans; and (viii) Penalty Charges paid by the Mortgagors and accrued while
the related Mortgage Loans were Specially Serviced Loans to the extent provided in Section 3.11(d). Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of interest or other income earned
on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special
Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to
each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the Special
Servicer; provided, further, however, that in the event the Workout Fee collected over the course of such
workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from
the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total
Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan)
equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan
from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full.
The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan;
provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan.
The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer
is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect
of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the
Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced
Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default
through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which
had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had
not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a
result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer will not be entitled
to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for
cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other


 



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


 


(d)          
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the
Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan,
if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party
with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously
paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for
all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be


 



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distributed to the Master Servicer, if and to the
extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer,
if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan.
Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall
be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s
and the Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding
the foregoing, 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, the Special Servicer shall deliver or cause to be delivered to the Master
Servicer within two (2) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent
it has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


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


 


(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment
instructions set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide
to the Master Servicer in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12          
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own
expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal


 



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Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31,
2018); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous
twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection;
provided, further, that the Special Servicer shall inspect or cause to be inspected the Mortgaged Property relating
to any Specially Serviced Loan as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant
to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the
Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such
cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special
Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection
detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the
existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer
or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the
condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and
(v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the
Master Servicer, respectively, to the other party and 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 Special Servicer
or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for review by NRSROs that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded
Loan that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall
deliver or make available a copy of each such


 



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report to the Directing Certificateholder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent
rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the
Master Servicer and the Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Trustee,
the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty
(60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year
commencing 2017. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master
Servicer shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or the Special Servicer, as the case may be, shall deliver copies of all the foregoing items so collected
thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that
are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)           
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five
(45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2016, a CREFC®
Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does 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


 



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


 


(ii)          
Within forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating
results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar
year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31,
2016, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related
Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting
the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master
Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and the related operating
statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the
Special Servicer, and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5
Information Provider’s Website.


 


(c)           
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare
and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan
Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect
to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other
than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a


 



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CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning June 2016, the Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the
CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master
Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date,
(E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer
Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally,
not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning June 2016, the Master Servicer shall deliver
or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special
Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning
June 2016, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the
CREFC® Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by
the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


(e)           
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may,
absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be
furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such
information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information
or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer,
and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d)
caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b)
or Section 3.12(c) of this Agreement.


 



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


 


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


 


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


 


Section
3.13          
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee
and the Certificate Administrator on its own behalf or


 



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on behalf of the Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours
at the offices of the Certificate Administrator or the Custodian.


 


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


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate Companion
Loan) that has delivered an Investor Certification to the Master Servicer, the Master Servicer may provide (or forward electronically)
or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced
Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained
by the Master Servicer or delivered by the Special Servicer to the Master Servicer; provided that, in connection with such
request, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer, generally to the effect that such Person will keep such information confidential
and shall use such information only for the purpose of analyzing asset performance and


 



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evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)         
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR
filings”;


 


(A)            any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(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;


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


(A)             any notice with respect to a release pursuant to Section 3.09(d);


 


(B)             any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)             any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


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


 


(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;


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(O)             any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event
has occurred;


 


(P)             any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)             any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)             any assessments of compliance delivered to the Certificate Administrator; and


 


(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;


 



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


 


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


 


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


 


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


 


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


 



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


 


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


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives


 



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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-C34” 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 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 Special Servicer under Section 3.09(c);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information
delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating
Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans,
any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement
or any applicable Intercreditor


 



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Agreement; provided that the summary of such oral communication shall not identify the Rating
Agency with whom the communication was held pursuant to Section 3.13(f);


 


(xviii)    
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


 


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


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt 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-C34” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


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


 



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shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2016-C34” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)           Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements,
CREFC® reports and supplemental notices with respect to such Distribution Date Statements and CREFC®
reports) shall be provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc.,
CMBS.com, Inc. and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute
a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third parties upon
receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


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


 



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Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition,
to the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.13(e) to current or prospective Certificateholders the form of
confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of
a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates
and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or
interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed
or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


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


 


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


 


(g)           The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the


 



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


 


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


 


Section
3.14             Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable,
on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and,
if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar
year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the


 



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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 Special Servicer is granted or not denied the
REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such
longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by
the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second
preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)           The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property
separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish
and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests and the Class A-3FX Regular Interest), for the retention of revenues and other proceeds derived from
each REO Property. The REO Account shall be an Eligible Account. The 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; provided, that to the extent any of the
foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially
reasonable efforts to deposit (or cause to be deposited) such amounts within one (1) Business Day of receipt of such amounts but,
in any event, the Special Servicer shall deposit (or cause to be deposited) such amounts within two (2) Business Days of receipt
of such amounts. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of
the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


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


 


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


 


Section
3.15             Management of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit
of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests and
the Class A-3FX Regular Interest) solely for the purpose of its timely disposition and sale in a manner that does not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests
of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s))
and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest) all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined
by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the
contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.
Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that
holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a
different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in
no event later than one (1) Business Day following receipt of such properly identified funds; provided, that to the
extent any such funds are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially
reasonable efforts to deposit (or cause to be deposited) such funds in the applicable REO Account within one (1) Business Day of
receipt of such funds but, in any event, the Special Servicer shall deposit (or cause to be deposited) in the applicable REO Account
within two (2) Business Days of receipt of


 



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


 


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


 


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


 


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


 


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


 


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


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning


 



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of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)          
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master
Servicer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal
income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16             Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted
Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance
with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining
an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any


 



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event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing
Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer
in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)           If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan
or to the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with
respect to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify
in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice
under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related
Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has
not previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall
use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in
the best economic interests of the Trust and, if applicable, the related Companion Holder (taking into account the pari passu
or subordinate nature of any Companion Loans, as applicable). In the case of a Non-Serviced Mortgage Loan, to the extent permitted
under the related Intercreditor Agreement, if such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders and shall be entitled to a Liquidation Fee with respect to such sale as if such Non-Serviced Mortgage
Loan were a Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master
Servicer, the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than
ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least
equal to


 



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the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first
cash offer received from any Person that constitutes a fair price for the Defaulted Loan as set forth below.


 


(iv)          (A) In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant
to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers
and, subject to subclause (B) below, accept the highest offer received from any Person that is determined by the Special
Servicer to be a fair price for such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining
whether any offer from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer
shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have
obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested
Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair
price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute
a fair price unless (x) it is the highest offer received and (y) at least two other offers are received from independent
third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted
Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted
in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on
a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the


 



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Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)             The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect
to any Mortgage Loan other than an Excluded Loan, and excluding any Subordinate Companion 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 (taking into account the pari passu or subordinate nature of the
related Companion Loan, as applicable)). In addition, the Special Servicer may accept a lower offer from any Person other than
an Affiliate of the Special Servicer if it determines, in its reasonable and good faith judgment consistent with the Servicing
Standard, 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 (taking into
account the pari passu or subordinate nature of the related Companion Loan, as applicable)) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making
the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final
Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the
extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)          (i) (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case
of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related
Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan,
such sale shall be a sale of the entire REO Property, including the portion relating


 



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


 


(B)             In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject
to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined
to be a fair price (1) by the Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by
the Trustee, if the highest bidder is an Interested Person unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase any REO Property pursuant hereto.


 


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


 



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


 


(ii)         
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion
Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or
authoritative interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement
and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines
to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall
require that all offers be submitted to the


 



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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 Special
Servicer unless the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding
the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced
Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced
Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion
Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related
Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari
Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the sale is
completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan;
however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding
the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery
or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine
whether a cash offer by an Interested Person constitutes a fair price, the Trustee shall (at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a
commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from
the applicable Interested Person.


 


(e)           (i) Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the
related Intercreditor Agreement, the related Subordinate Companion Holder for each applicable Serviced Whole Loan will have the
right to purchase the related Mortgage


 



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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 such Subordinate
Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right
to purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent
set forth in the related Intercreditor Agreement.


 


(f)            Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)          
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of
the Trust pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise
such right.


 


Section
3.17            Additional Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor.


 


(b)           The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or
notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer, the Special Servicer or
the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement


 



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with respect to all or
a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections on
the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain
from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month
collection period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans
deposited in the Collection Account for such Distribution Date, then the Master Servicer, the Special 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 Master Servicer, the Special Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the Master Servicer, the Special Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of the Master Servicer or the Special Servicer, it has not timely received
from the Trustee information required by the Master Servicer or the Special Servicer, as applicable, to determine whether to defer
reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii) or (iii)
of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice
for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give
notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s, the Special
Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant
to Section 3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall have no liability for any loss,
liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has


 



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been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be
entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts
in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special
Servicer’s or the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as
set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master
Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed
to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s, the Special 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 Master Servicer, the Special 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. None of the Master Servicer, the Special Servicer or the Trustee shall have any liability whatsoever
for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No determination by the
Master Servicer, the Special Servicer or the Trustee, as applicable, to exercise its sole option to defer the reimbursement of
Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer, the Special Servicer
or the Trustee, as applicable, to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s
right to such reimbursement during such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)           Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement,
the Master Servicer or the Special Servicer, as the


 



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case may be, shall provide to the Certificate Administrator a copy of any such
modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18             Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section
3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation,
the Special Servicer’s processing and/or consent rights pursuant to this Section 3.18(a) with respect to any
modification, waiver or amendment that constitutes a Major Decision or a Special Servicer 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 Master Servicer or the Special Servicer,
as the case may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement), the Master Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced
Loan (if any such action constitutes a Major Decision or a Special Servicer Decision) without the prior written consent of the
Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request
for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information
reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold
such consent); provided that such consent shall be deemed given (unless earlier objected to by the Special Servicer) within fifteen
(15) Business Days (or 30 days in the case of an Acceptable Insurance Default) of the Special Servicer’s receipt from
the Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such modification, waiver
or amendment and all information reasonably requested by the Special Servicer and reasonably available to the Master Servicer in
order to make an informed decision with respect to such modification, waiver or amendment (plus, if the Special Servicer is required
to obtain the consent of a Serviced Companion Noteholder, any additional time afforded to such Serviced Companion Noteholder under
the related Intercreditor Agreement); and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and
(ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest,
the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend
the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer
shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor and ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage
Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance
with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage
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within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to
the Servicing Standard, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof) (which
consent or consultation shall be coordinated through the Special Servicer). Notwithstanding the foregoing, subject to the rights
of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent
rights pursuant to this Section 3.18(a) if any such modification, waiver or amendment constitutes a Major Decision
or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special
Servicer, may modify or amend the terms of any Non-Specially Serviced Loan in order to (i) cure any ambiguity or mistake therein
or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct
any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion
Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not
be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision with
respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan (and any related Serviced Pari Passu Companion Loan),
the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall


 



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process such request, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the related Special Servicer Decision or Major Decision.
However, regardless of whether the Master Servicer or the Special Servicer is required to process any request, any Special Servicer
Decision or Major Decision (with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) including WFB Mortgage
Loans) will require the consent or approval (or deemed consent or approval) of the Special Servicer.


 


(b)           If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery
on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan,
then the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other
than any Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the approval of
the related Subordinate Companion Holder will be required to the extent set forth in the related Intercreditor Agreement and the
Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally, with
respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the
case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion
of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is
continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 



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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 Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the 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 Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)           Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or
Companion Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as


 



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provided in Section 3.08(a), Section 3.08(b) and
Section 3.18 and subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.18(a)
if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision) or the Special Servicer
may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced
Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes
of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions. In making this determination, the
Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator
if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or,
if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant
to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case may be, shall use
its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage
Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any
Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date,
or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage
Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)           Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to
its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter
or thing, the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be,
as additional servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such
request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)            All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered
into pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the
case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the Special Servicer in accordance with the Servicing Standard).


 


(g)           With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18
hereof, the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has


 



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occurred, if applicable),
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized
and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With
respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible
for processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Certificateholder (with
respect to any Mortgage Loan other than an Excluded Loan and unless a Consultation Termination Event has occurred), 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 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery 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 Certificates). With respect to the processing of any modification, waiver or consent
related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such
modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes
such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or the
Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver
notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the
preceding sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related
Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional
debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that
either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in
a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, and
the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package
enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate
Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK
shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer and the Certificate Administrator
may agree on a different delivery time and format for the information set forth in this paragraph.


 



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(h)           The Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with
respect to any Special Servicer Decisions relating to defeasance. Notwithstanding the foregoing, the Master Servicer shall not
permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto
for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage
Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


 


(i)            Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer


 



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may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s consent as contemplated by clause (i)(ii) of the definition of “Special Servicer
Decision”) reasonably determines that allowing their use would not cause a default or event of default to become reasonably
foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under
the Mortgage Loan documents and, if applicable Companion Loan documents, or otherwise as a Trust Fund expense) to the effect that
such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect
to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including
receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed
by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(j)            If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing
Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
which shall be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts
to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)           Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer,
as the case may be, shall, unless it has received Rating


 



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Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related
loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)            Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent
or amendment in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral,
the Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received
a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith judgment
consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


Section
3.19           Transfer of Servicing Between Master Servicer and Special Servicer; 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 Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to
the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence of
a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof,
and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide
a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall
use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition
of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing
Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and
administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced
the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver
to the Trustee, the Certificate Administrator, the Operating


 



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Advisor, and ((i) prior to the occurrence of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such
Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer,
pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator
shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer pursuant to this Section 3.19.


 


Upon determining that,
with respect to a Specially Serviced Loan (other than an REO Loan), (A) with respect to the circumstances described in clauses
(i) and (ii) of the definition of “Servicing Transfer Event”, the related Mortgagor has made three consecutive Periodic
Payments under the terms of such Mortgage Loan or Serviced Companion Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.18), (B) with respect to the circumstances
described in clauses (iii), (v), (vi), (vii) and (ix) of the definition of “Servicing
Transfer Event”, such circumstances cease to exist in the good faith reasonable judgment, exercised in accordance with the
Servicing Standard, of the Special Servicer, (C) with respect to the circumstances described in clause (iv) of the definition
of “Servicing Transfer Event”, the default is cured in the good faith reasonable judgment, exercised in accordance
with the Servicing Standard, of the Special Servicer, and (D) with respect to the circumstances described in clause (viii)
of the definition of “Servicing Transfer Event”, such proceedings are terminated, (in each case, provided that
no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer (for such purposes taking
into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan)), and that no
other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof to
the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate
Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and shall return the related
Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer)
and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s
obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer
such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)           In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the
Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage
File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)           Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment
records with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect
to a Non-Serviced


 



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Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to
such records to enable the Special Servicer to perform its duties under this Agreement; provided that this statement
shall not be construed to require the Master Servicer to produce any additional reports.


 


(d)           No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and, if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report
(the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and
the related Mortgaged Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan
other than (A) any Excluded Loan or (B) any AB Whole Loan prior to the occurrence of an AB Control Appraisal Period,
and in any event prior to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect
to an Excluded Loan, only after the occurrence and during the continuance of a Control Termination Event and with respect to an
AB Whole Loan, only to the extent that it is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced
Companion Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into
which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset
Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status
Report to the Certificate Administrator’s Website. Such Asset Status Report shall set forth the following information to
the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer
of servicing pursuant to the Servicing Transfer Event:


 


(i)            a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)           a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has
been retained;


 


(iii)          the most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)          (A) applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned
to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned
to the Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO
Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were
or are being considered by the Special Servicer in connection with the proposed or taken actions;


 



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(v)           the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan,
any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of
additional defaults under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease
or air rights lease, if applicable) or franchise agreement;


 


(vii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting
forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)        an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a
present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)          the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged
Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer
together with an explanation of those adjustments; and


 


(x)          
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all
the Certificateholders), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status
Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described
above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable,
but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator,
the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of an AB Whole Loan,
only prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the
related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control
Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded


 



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Loan, prior to
the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as
described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of
the Certificateholders; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a
period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer may act
upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes
a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


Notwithstanding anything
to the contrary contained herein, no direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor
Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any
request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced
Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage
Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees
or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the
later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested
by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of


 



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the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not
an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan or an AB Whole Loan prior to the occurrence and continuance of an AB
Control Appraisal Period) and the Operating Advisor shall consult with the Special Servicer and propose alternative courses of
action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event
(and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan within sixty (60) days of 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 Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special
Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Mortgagor.


 



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The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)            Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days
following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded
Loan), the Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Final Asset Status Report with respect to an AB Mortgage Loan prior to the
occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder),
to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing
Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves
of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise
the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such
draft summary; provided, however, that if the Directing Certificateholder has not approved of the draft summary of
the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset
Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such
20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,
however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the
Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset
Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the related Subordinate
Companion Holder 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 


 



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Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)           No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking
any action because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20            Sub-Servicing Agreements. (a) The Master Servicer and the Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master
Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively,
may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest) shall be a third party beneficiary
under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such
party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating
Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor master servicer or
successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without
penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its
designees as contemplated by Section 3.20(g) hereof and in such additional manner and by such other Persons as is
provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and
only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage
Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify
such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision or Special Servicer
Decision without the consent of the Master Servicer or the Special Servicer, as applicable (subject to the rights of the Directing
Certificateholder pursuant to 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 Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the


 



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Sub-Servicing Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other
pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special servicer,
as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or Special Servicer, as the case may
be (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer
may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for
in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly
upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts
advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so
provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by
the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer
in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master
Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives
such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer or the Special
Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


 


(b)          Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged
Properties it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the
enforceability of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master
Servicer’s obligations under this Agreement.


 



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(c)           As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer
shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as is in accordance with the Servicing Standard. Each of the Master Servicer and the
Special Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best
interests of the Certificateholders.


 


(d)           In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations
of the Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party
all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans
then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable
efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)           Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent
provided in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master
Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)            The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or
appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)           Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor
master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with
or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee
and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer)


 



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shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified
in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial
Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)         
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer
shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request)
of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and
affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may
be, to the Master Servicer pursuant to the terms hereof.


 


(i)          
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing
Agreement that provides for the performance by third parties of any or all of its obligations herein, without, with respect to
any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent
of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory
requirements.


 


Section
3.21          Interest Reserve Account.


 


(a)          
On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap
year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s
interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the
month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January, “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 Servicer and Special Servicer. Within
a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often
than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon
the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect to


 






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the Special
Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer
or the Special Servicer, as the case may be, is responsible.


 


Section
3.23        Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it (or its Affiliate) is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver (which may be by electronic mail) to the parties to this Agreement a certification
substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing
Certificateholder, any successor directing certificateholder shall also deliver a certification substantially in the form of
Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(b)         
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of
the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the
Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice
from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or
its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such


 






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Controlling Class Certificateholder
actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)         
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)         
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses, at
the expense of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection
of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, Prime
Finance CMBS B-Piece Holdco I, L.P. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed
pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)          
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling
Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of
the Class becoming the Controlling Class.


 


(g)         
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more
Classes including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and
(v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class


 






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Certificateholder)
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing
Certificateholder for having so acted.


 


(h)         
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other
information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall
also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced
Whole Loan, as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate
the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, and any AB Whole Loan Controlling
Holder.


 


(j)          
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such
Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related
Intercreditor Agreement and this Agreement.


 


(k)         
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within
two (2) Business Days of a request from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)          
[Reserved.]


 


(m)        
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and
(ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer
within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation
Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation
Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post
a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In the event that a 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,


 






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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.”


 


With respect to any Excluded
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Excluded Loan and a Control Termination Event and Consultation Termination Event shall be
deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24         Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees
that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each
Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special
Servicer agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related
Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent
that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or
permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion
Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the
terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.


 


(b)         
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event
shall the


 






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Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new
Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice
to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer
or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder
or a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the
Master Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any
provision of this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such
Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted
to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the
related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the
Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder
of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may
be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide
copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant
to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be
provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to
the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an


 






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Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written
notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling
Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether
or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the Special Servicer be obligated at
any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)          
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business
Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)   
       With respect to each Serviced AB Whole Loan, notwithstanding any rights
the Directing Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the
servicing of such Serviced AB Whole Loan, to the extent the related Intercreditor Agreement provides that such right is
exercisable by the related Subordinate Companion Holder or its representative or is exercisable in conjunction with the
related Subordinate Companion Holder, then the Directing Certificateholder shall not be permitted to exercise such right.
Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as
applicable, shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its
representative with respect to any matters with respect to the servicing of the related Subordinate Companion Loan to the
extent required under the related Intercreditor Agreement and shall not take such actions requiring consent of or
consultation with such Subordinate Companion Holder or its representative without such consent or consultation (or deemed
consent). In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable,
shall deliver reports and notices


 






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to the Subordinate Companion Holder or its representative as and to the extent required under the related Intercreditor Agreement;
provided that if an interest in the related Congressional North Shopping Center & 121 Congressional Lane Subordinate
Companion Loan or the related Subordinate Companion Loan Holder is held by a Borrower Party or Borrower Related Party relating
to the Congressional North Shopping Center & 121 Congressional Lane Mortgage Loan, then the related Subordinate Companion Loan
Holder shall not be entitled to receive any information that would constitute Excluded Information if such AB Whole Loan were an
Excluded Controlling Class Loan. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any
AB Whole Loan Controlling Holder will have the right to exercise the rights of the Directing Certificateholder under this Agreement
to the extent provided for in the related Intercreditor Agreement; provided that if, in the case of the Congressional North
Shopping Center & 121 Congressional Lane Whole Loan, the Subordinate Companion Holder is the AB Whole Loan Controlling Holder,
the right to replace the Special Servicer shall only be exercisable in accordance with the second paragraph of Section 7.01(c)
of this Agreement.


 


Section
3.25          Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario
or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply for such condition or matter that is the subject of such request (as if such requirement did not exist) with
respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if
the Master Servicer or the Special Servicer, as the case may be, confirms its original determination (made prior to making such
request) that taking the action with respect to which it requested the Rating


 






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Agency Confirmation would still be consistent with
the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition
shall be deemed not to apply for such matter that is the subject of such request (as if such requirement did not exist) if (i)
DBRS has not cited servicing concerns of such 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
ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by such
replacement master servicer or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency;
(ii) such 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) such replacement
master servicer or special servicer has been appointed and currently serves as the master servicer or the special servicer on a
transaction-level basis on a transaction currently rated by Moody’s that currently has securities outstanding and for which
Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or
a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by such
replacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating
Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)         
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any
Mortgage Loan document relating to due-on—sale or due-on-encumbrance provisions, defeasance (including without limitation
the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral, any Rating Agency
Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the Special Servicer would have been permitted
to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant to Section 3.25(a)
shall be deemed not to apply (as if such requirement did not exist).


 






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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 Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)         
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled
“Privileged Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely
for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i) After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a
Control Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization
or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including,
without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall
the information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through
the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare a separate
Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by
such Excluded Special Servicer. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating


 






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Advisor
Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced
AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor
Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c) hereof, each
such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from
the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced
Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to
any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report
shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider.
The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by
the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the
term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the
resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under
this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable
consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report and other
information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding the foregoing, no Operating
Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)         
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor
Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered
to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating
Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 






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(d)           Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan,
prior to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special
Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)          
(i) After the occurrence and during the continuance of a Control Termination Event, and with respect to any
Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days
after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and
provide any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount
that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business
Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate
Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer
and determine which calculation is to apply.


 


(iii)         
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall
not be permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the


 






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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
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.


 


Notwithstanding anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall
be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special Servicer
shall provide the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business hours, to
the Special Servicer’s policies and procedures. The Operating Advisor will be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating
Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor
may disclose such information if (i) such information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, as evidenced
by an opinion of counsel (which shall be a Operating Advisor Expense) delivered to the Operating Advisor and the Special Servicer
and (B) the Operating Advisor may disclose any portion of the policies and procedures when it deems such disclosure necessary to
support specific conclusions concerning allegations of material deviations from the Servicing Standard or otherwise to describe
fairly and accurately the Special Servicer’s performance under this Agreement (i) in the Operating Advisor Annual Report,
or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant
to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will be permitted to share such information
with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary to perform the Operating
Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates and subcontractors agree in writing
prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the Operating Advisor.
The Operating Advisor’s assessment may not take into account the fact that LNR Partners, LLC limited the Operating Advisor’s
access to the Special Servicer’s written policies and procedures


 






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pursuant to the provisions of this Agreement. Nothing set
forth herein shall limit or affect the scope of the Operating Advisor’s platform-level review in connection with its preparation
of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon the Special Servicer’s
written policies and procedures shall be subject to the terms of this paragraph. During any period when the Special Servicer is
not LNR Partners, LLC, or an Affiliate of LNR Partners, LLC, the requirements and limitations contained in this paragraph with
respect to the Special Servicer shall be null and void, and the Operating Advisor shall have adequate and timely access to the
policies and procedures of any successor special servicer as the Operating Advisor determines necessary to fulfill its duties under
this Agreement.


 


(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 a) and each REO Loan
(excluding each Companion Loan). As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to
time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan
or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as
the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a
Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable
efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor
in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master
Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating
Advisor Consulting Fee other than


 






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requests for collection; provided that the Master Servicer or the Special Servicer, as
applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with
respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any AB Mortgage Loan, prior to the occurrence
and continuance of both an AB Control Appraisal Period and a Control Termination Event.


 


(j)           
After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of
Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating
Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all
reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will
be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the
Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting
such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by
mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders of
at least 75% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of
Certificateholders representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the
Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder (only if no


 






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Consultation Termination Event has occurred and is continuing), any Companion Loan holder
and the Certificateholders.


 


(l)          
The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the
Trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate
administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)       
 Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have
the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement
Operating Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will
be deemed to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)         
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days
prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the
acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee
of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until
the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations.
The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the
Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)         
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates 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


 






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Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided
hereunder.


 


(q)         
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to
have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder
for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act
solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute
an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates;
provided, however, that such prohibition shall not apply to (i) riskless principal transactions effected by
a broker-dealer Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating
Advisor and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the
Operating Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent
such Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


(s)          
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to
be an Eligible Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement
and the Trustee shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding
the foregoing, if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating
Advisor, the Depositor shall be permitted to find a replacement.


 


(t)          
The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that
no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the
provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of
such delegation or arrangements or by virtue of indemnification from any Person acting as its 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


 






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indemnification
of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


 


Section
3.27       
Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.


 


(b)         
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)         
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant
to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)         
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the
Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section
3.28         Serviced Companion Noteholder Register; Communications with Holders of Non-Serviced Companion Loans. The Companion
Paying Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced
Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders
from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial
Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to
recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, 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.


 






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For the avoidance of
doubt, unless specifically provided to the contrary in the related Intercreditor Agreement: (x) any notices, reports or other 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 applicable master servicer under the
related Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant
to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced
Master Servicer under the related Non-Serviced PSA.


 


Section
3.29         Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a) In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the
Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)         
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency
that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates,
then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced
Master Servicer of the same.


 


(c)          
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is
a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee),
each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with
such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)         
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of
any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced
Mortgage Loan pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance
of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.
The Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(e)         
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the 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


 






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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 Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)         
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review”
(or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the
Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset
Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested
by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the 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)         
[Reserved.]


 


(i)          
During the period from and after the Regent Portfolio 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 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 Other Pooling and Servicing Agreement the following reports and data files with respect to such Regent Portfolio
Pari Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the
time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and
Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only with respect to the
first “distribution date” (or analogous term) as defined in the related Other 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 Special Servicer
and the 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 Master Servicer shall deliver or cause to be
delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement any
applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received
from the 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


 






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Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due. In addition, the Master Servicer
shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling
and Servicing Agreement any and all other reports required to be delivered by the Master Servicer to the Certificate Administrator
hereunder pursuant to the terms hereof to the extent related to such Regent Portfolio Pari Passu 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 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 under
the related Mortgage Loan documents or any Affiliates thereof (each a “Borrower-Related Party”) against the
Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named) and/or the Special
Servicer and represent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement
of the obligations) of a Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing a Mortgage Loan or Serviced Whole Loan, or the Trust (“Trust-Related Litigation”).
In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
receiving service of such Trust-Related Litigation.


 


(b)         
To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special
Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection,
the Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation;
(ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as
the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect
to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited
to the selection of counsel; provided that the Master Servicer shall have the right to engage separate counsel relating
to claims against the Master Servicer to the extent set forth in Section 3.32(e); and provided, however,
that if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required
for such claims, such counsel shall be reasonably acceptable to the Master Servicer.


 


(c)         
The Special Servicer shall not (i) undertake 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


 






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Event)
(to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that
the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder)
and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent
the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its
receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special
Servicer within such 5-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of
such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related
Companion Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


 


(d)        
Notwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction
or consultation provided by the Directing Certificateholder (or any other party to this Agreement) that would require or cause
the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan,
expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit
or liability, cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the
Special Servicer’s or the Master Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)         
Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation,
and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32,
the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but
not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)         
Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the
Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject
the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)        
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer,
the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer
to settle any


 






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claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such
claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage Loan other than
an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation
Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation),
provided in either case that (A) such settlement or other direction does not require any admission of liability or
wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid
by the Trust and payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall
be indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending
and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction
of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the
Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in
clauses (A), (B) and (C).


 


(h)         
In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the
Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer
the rights afforded to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in
the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating
to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether
in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause,
and that actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer
nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and
(iii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or
proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel
and appear in any such


 






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proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually
(but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing in this
subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect
to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to
the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required
in Section 3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name as representative
of the Trustee of the Trust.


 


Section
3.33         Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer
or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded Information
on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders
shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which
case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer,
the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information
in accordance with this Section 3.33 until such party has received written notice with respect to the related Excluded
Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit
the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, on the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section
3.34          Swap Contract


 


(a)         
On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity
as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-3FL Certificates), shall enter
into the Class A-3FL Swap Contract and related agreements (including questionnaires) with the Swap Counterparty.


 






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(b)         
On the Business Day prior to each P&I Advance Date, based on the reports provided by the applicable Master Servicer
pursuant to Section 4.02(c), information that the Certificate Administrator obtains from the Swap Counterparty, the Class
A-3FL Swap Contract, and subject to the priority set forth in Section 4.01(b), the Certificate Administrator shall calculate
the Class A-3FL Net Swap Payment, and notify the Swap Counterparty in accordance with the terms of the Class A-3FL Swap Contract.


 


(c)         
No later than 4:00 p.m., New York City time, on each Distribution Date, the Certificate Administrator shall apply
amounts on deposit in the Class A-3FL Sub-Account to remit the Class A-3FL Net Swap Payment, if any, and the Class A-3FL Percentage
Interest of any Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-3FX Regular Interest, if any, to the
Swap Counterparty; provided that upon the occurrence and during the continuation of a Class A-3FL Swap Conversion Event, the Certificate
Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from
the Swap Counterparty in respect of the Class A-3FL Swap Contract, the Certificate Administrator shall deposit the same into the
Class A-3FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments
by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A)
and Section 4.01(b)(iii)(B)) pursuant to the Class A-3FL Swap Contract with respect to any related Distribution Date (other
than any Class A-3FL Swap Termination Payments) shall be on a net basis in accordance with the terms of the Class A-3FL Swap Contract.


 


(d)        
The Certificate Administrator shall at all times enforce the Trust’s rights under the Class A-3FL Swap Contract.
Upon the Certificate Administrator’s receipt of written notice of, or if a Responsible Officer of the Certificate Administrator
has actual knowledge of, a Class A-3FL Swap Default, the Certificate Administrator shall promptly provide written notice to the
Holders of the Class A-3FL Certificates and shall be required, subject to the Certificate Administrator’s determination that
costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-3FL Certificates, to take such actions
(following the expiration of any applicable grace period specified in the Class A-3FL Swap Contract), unless otherwise directed
in writing by the Holders of 51% (by Certificate Balance) of the Class A-3FL Certificates, to enforce the rights of the Trust under
the Class A-3FL Swap Contract, as may be permitted by the terms thereof and use any Class A-3FL Swap Termination Payments, received
from the Swap Counterparty to enter into a replacement interest rate swap contract in respect of the Class A-3FL Swap Contract
on substantially identical terms or on such other terms reasonably acceptable to the Depositor, with a replacement swap counterparty
that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable
to entering into a replacement interest rate swap contract in respect of the Class A-3FL Certificates would exceed the amount of
any Class A-3FL Swap Termination Payments a replacement interest rate swap contract shall not be entered into and any such proceeds
will instead be distributed to the Holders of the Class A-3FL Certificates, pro rata, on the immediately succeeding Distribution
Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation,
reasonable indemnity therefor) from the Holders of the Class A-3FL Certificates prior to the incurrence of any costs in connection
with the enforcement of the Class A-3FL Swap Contract. The Certificate Administrator shall not be liable for any act of, omission
of, or for the performance of, the


 






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replacement swap counterparty. Notwithstanding any of the foregoing to the contrary, at no time
may the Trust enter into a swap agreement or other swap transaction with any swap counterparty that is neither a “swap dealer”
nor a “major swap participant” (as defined in Section 1(a) of the Commodity Exchange Act).


 


Any Class A-3FL Swap
Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction
of the Holders of the Class A-3FL, as set forth in this Section 3.34(d)) not to enter into a replacement interest rate swap
contract in respect of the Class A-3FL Certificates, and distribution of any Class A-3FL Swap Termination Payments to the Holders
of the Class A-3FL Certificates. Any such Class A-3FL Swap Conversion Event, or Class A-3FL Swap Default shall not constitute an
event of default under this Agreement.


 


Upon any change (or written
notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator))
in the payment terms on the Class A-3FL Certificates, including as a result of the occurrence of a Class A-3FL Swap Conversion
Event or a Class A-3FL Swap Default or the cure of a Class A-3FL Swap Conversion Event or a Class A-3FL Swap Default, the Certificate
Administrator shall promptly provide the Depository with such information as may be necessary to effectuate the change in payment
terms.


 


The Certificate Administrator’s
obligation, on behalf of the Trust, to remit to the Swap Counterparty any funds under the Swap Contract shall be limited to the
provisions of this Section 3.34 and in accordance with the priorities set forth in this Agreement. The Certificate Administrator
shall have no obligation on behalf of the Trust to remit or cause to be remitted to the Swap Counterparty any portion of the amounts
due to such Swap Counterparty under the related Swap Contract for any Distribution Date unless and until the related interest payment
on the Class A-3FX Regular Interest for such Distribution Date is actually received by the Certificate Administrator.


 


(e)         
Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Class A-3FL Swap
Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized
Losses and any other amounts payable with respect to the Class A-3FL Certificates) from the Class A-3FL Sub-Account, and in any
event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.34(e)
and costs incurred in connection with any exchange of the Class A-3FL Certificates to Class A-3FX Certificates shall be borne by
the related Class A-3FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of
the Trust to such class of Certificates.


 


(f)         
The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a sub-account
of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under
any “Credit Support Annex” (as defined in the Class A-3FL Swap Contract) of the Class A-3FL Swap Contract into the
Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to
the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under
the Class


 






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A-3FL Swap Contract if such swap contract becomes subject to a Class A-3FL Swap Default, in accordance with the terms
of the Credit Support Annex relating to the Class A-3FL Swap Contract, or (ii) to return collateral to the Swap Counterparty when
and as required by the Class A-3FL Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice
if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit
of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution
or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-3FL
Swap Contract. Subject to the terms of the Class A-3FL Swap Contract, proceeds of the liquidation of collateral under the Class
A-3FL Swap Contract (if such swap contract becomes subject to early termination or upon default by the Swap Counterparty) shall
be deposited in the Class A-3FL Sub-Account for application. No party hereunder shall be required to make any Advance of the Class
A-3FL Floating Swap Payment. Simultaneous with the delivery to the Certificateholders, the Certificate Administrator shall (1)
make available to the Swap Counterparty the Distribution Date Statement and (2) make available or deliver to the Swap Counterparty
copies of any other reports or notices delivered to the Holders of the related Class A-3FL Certificates as and to the extent required
by the related Swap Contract.


 


(g)         
The Depositor, in compliance with the Commodity Exchange Act and the regulations promulgated thereunder, shall, on
or prior to the Closing Date, obtain from the Depository (or any other applicable successor entity) a “legal entity identifier”
(“LEI”) on behalf of, and in the name of, the Trust as a counterparty to the Swap Contract. So long as the Swap
Contract is outstanding, the Certificate Administrator agrees that it shall, on an annual basis on behalf of the Trust, recertify
the LEI record through the website being maintained for such purpose (or complete such substantially similar process as is then
in effect). Any fees associated with obtaining and maintaining the LEI shall be payable by the Depositor. The Certificate Administrator
hereby acknowledges that it has received from the Depositor an amount equal to $1,500 (such amount, the “LEI Maintenance
Amount”) to be applied toward the payment of any ongoing recertification fees payable in respect of the LEI. If at any
time during the term of the swap agreement, the recertification fee payable in respect of the LEI (together with such recertification
fees previously paid) exceeds the LEI Maintenance Amount initially deposited by the Depositor with the Certificate Administrator,
the Depositor shall, upon written request from the Certificate Administrator, remit to the Certificate Administrator any additional
amounts payable in respect thereof no later than 5 Business Days from receipt of such written request; provided that if the Depositor
fails for any reason to remit, within such 5 Business Days, any such additional amounts for an additional period of 10 Business
Days following written notice of such failure by the Certificate Administrator to the Depositor, the Certificate Administrator
shall pay such excess from amounts on deposit in the Class A-3FL Sub-Account (from amounts otherwise distributable to the Holders
of the Class A-3FL). The Certificate Administrator shall not be deemed to assume any obligations on behalf of the Depositor or
the Trust relating to the Swap Contract, other than those expressly set forth herein.


 


(h)         
To the extent any party hereto receives on behalf of the Trust a “daily mark” and disclosure related
thereto (a “Daily Mark”) from the Swap Counterparty pursuant to 17 C.F.R. § 23.431(d) or any related regulation,
such party shall promptly provide such Daily Mark to the Certificate Administrator. The Certificate Administrator shall, upon the
written request of a Holder of a Class A-3FL Certificates (and at the expense of such Holder), make


 






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available the most recent Daily
Mark received by it to the Holders of such Class; provided that the Certificate Administrator shall not be required to provide
such information to any Certificateholder more than once in any given calendar month. It is understood and agreed that the Certificate
Administrator has no obligation to require the delivery of a Daily Mark by the Swap Counterparty or to verify or otherwise ensure
the timeliness or accuracy of the information provided in connection therewith. Neither the Depositor nor any other party shall
cause the Trust to enter into a swap agreement unless the swap counterparty thereunder agrees in writing that the Daily Mark may
be made available to the Holders of the Class A-3FL Certificates, as provided in this paragraph.


 


[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-FG Certificates and the Class X-H Certificates and the Class
A-3FX Regular Interest pro rata (based upon their respective entitlements to interest for such Distribution Date),
in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 


(ii)         
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates and the Class A-SB Certificates and the Class A-3FX Regular Interest in reduction
of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB
Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the 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


 






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made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates and the Class A-3FX Regular Interest, pro rata (based on their respective
Certificate Balances), in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-3 Certificates and the Class A-3FX Regular Interest have been reduced to zero; (5) fifth,
to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in subclauses (1) (2), (3) and (4) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced
to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3),
(4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class
A-SB Certificates have been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-SB Certificates and the Class A-3FX Regular Interest, pro rata (based on
their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until
the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates
and the Class A-3FX Regular Interest is reduced to zero;


 


(iii)        
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates and the Class A-SB Certificates and the Class A-3FX Regular Interest, pro rata
(based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class of Certificates or Class A-3FX Regular
Interest), up to an amount equal to the aggregate unreimbursed Realized Losses previously allocated to such Class of Certificates
or Class A-3FX Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class of Certificates or Class
A-3FX Regular Interest compounded monthly from the date the related Realized Loss was allocated to such Class of Certificates
or Class A-3FX Regular Interest;


 


(iv)         
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to
the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class  A-3, Class A-4
and Class A-SB Certificates and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class A-S
Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-SB Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate
Balance of the Class A-S Certificates has been reduced to zero;


 






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(vi)         
sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(vii)       
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to
the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates) and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates) and
the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates
has been reduced to zero;


 


(ix)         
ninth, to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(x)          
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and
Class A-3FX Certificates) and Class B Certificates and the Class A-3FX Regular Interest have been reduced to zero, to the
Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates (other than the Class
A-3FL and Class A-3FX Certificates), Class B Certificates and the Class A-3FX Regular Interest on such Distribution Date),
until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)        
twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xiii)      
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       
fourteenth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and
Class A-3FX Certificates), Class B Certificates and Class C


 






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Certificates and the Class A-3FX Regular Interest have been
reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates
(other than the Class A-3FL and Class A-3FX Certificates), Class B Certificates, Class C Certificates and the Class A-3FX
Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been
reduced to zero;


 


(xv)        
fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)       
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)      
seventeenth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and
Class A-3FX Certificates), Class B Certificates, Class C Certificates and Class D Certificates and the Class A-3FX
Regular Interest have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates), Class B Certificates, Class C
Certificates, Class D Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)      eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)        nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)        
twentieth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and
Class A-3FX Certificates), Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class F Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates), Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates and the Class A-3FX Regular Interest
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 






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(xxi)        twenty-first, to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)      
twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)     
twenty-third, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL
and Class A-3FX Certificates), Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates
and Class F Certificates and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class G
Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A Certificates (other than the Class A-3FL and Class A-3FX
Certificates), Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the
Class G Certificates has been reduced to zero;


 


(xxiv)     
twenty-fourth, to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)      
twenty-fifth, to the Holders of the Class H Certificates in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)     
twenty-sixth, after the Certificate Balances of the the Class A Certificates (other than the Class A-3FL
and Class A-3FX Certificates), Class B, Class C, Class D, Class E, Class F and Class G Certificates and
the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class H Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates on
such Distribution Date), until the outstanding Certificate Balance of the Class H Certificates has been reduced to zero;


 


(xxvii)    
twenty-seventh, to the Holders of the Class H Certificates, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 






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(xxviii)
   twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the
amount, if any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution
Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


Amounts distributed on
the Class A-3FX Regular Interest pursuant to this Section 4.01(a) on any Distribution Date shall be deposited by the Certificate
Administrator in the Class A-3FX Regular Interest Distribution Account for further distribution on such Distribution Date pursuant
to Section 4.01(b).


 


(b)          
(i) (A) On each Distribution Date, for so long as the Certificate Balance of the Class A-3FX Regular Interest (and
correspondingly the Certificate Balances of the Class A-3FL and Class A-3FX Certificates) has not been reduced to zero, the Class
A-3FX/A-3FL Available Funds for such Distribution Date shall be allocated, pro rata, in accordance with the Certificate Balance
of the Class A-3FL and Class A-3FX Certificates, respectively (I) for deposit into the Class A-3FX Sub-Account in an amount equal
to the product of the Class A-3FX Percentage Interest for such Distribution Date and amounts distributed in respect of the Class
A-3FX Regular Interest pursuant to Section 4.01(a) on the related Distribution Date, and (II) for deposit into the Class
A-3FL Sub-Account in an amount equal to the product of the Class A-3FL Percentage Interest for such Distribution Date and amounts
distributed in respect of the Class A-3FX Regular Interest pursuant to Section 4.01(a) on the related Distribution Date.


 


 (B)             
On each Distribution Date, (I) an amount equal to the product of (x) the Class A-3FX Percentage Interest on such
Distribution Date and (y) any Yield Maintenance Charges and Prepayment Premiums allocable to the Class A-3FX Regular Interest pursuant
to Section 4.01(e) for such Distribution Date shall be deemed allocated by the Certificate Administrator to the Class A-3FX
Sub-Account for distribution pursuant to Section 4.01(b)(ii)(B) and (II) an amount equal to the product of (x) the Class
A-3FL Percentage Interest for such Distribution Date and (y) any Yield Maintenance Charges and Prepayment Premiums allocable to
the Class A-3FX Regular Interest pursuant to Section 4.01(e) for such Distribution Date, shall be deemed allocated by the
Certificate Administrator to the Class A-3FL Sub-Account for distribution pursuant to Section 4.01(b)(iii)(B).


 


(ii)          
(A) On each Distribution Date, for so long as the Certificate Balance of the Class A-3FX Certificates has not been
reduced to zero, to the extent of amounts


 






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allocated to the Class A-3FX Sub-Account in accordance with this Agreement, the Certificate
Administrator shall make distributions from the Class A-3FX Sub-Account in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(I)            
first, to the Holders of the Class A-3FX Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class for such Distribution Date;


 


(II)          
second, to the Holders of the Class A-3FX Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Class A-3FX Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FX Certificates
has been reduced to zero;


 


(III)        
third, to the Holders of the Class A-3FX Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to the Class A-3FX Certificates (as a result of the allocation of Realized Losses to the Class A-3FX
Regular Interest), plus interest on that amount at the Pass-Through Rate for the Class A-3FL Certificates compounded monthly from
the date the related Realized Loss was allocated to such Class; and


 


(IV)         
fourth, to the Holders of the Class A-3FX Certificates, any remaining amounts in the Class A-3FX Sub-Account.


 


(B)        
On each Distribution Date, the Certificate Administrator shall distribute amounts properly deposited in the Class
A-3FX Sub-Account in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FX Certificates.


 


(iii)        
(A)         On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not
been reduced to zero, to the extent of amounts allocated to the Class A-3FL Sub-Account in accordance with this Agreement and amounts
received from the Swap Counterparty pursuant to Section 3.34(c), after remitting any Class A-3FL Net Swap Payment payable
to the Swap Counterparty on such Distribution Date pursuant to Section 3.34(c), the Certificate Administrator shall make
distributions from the Class A-3FL Sub-Account in the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any succeeding priority:


 


(I)            
first, to the Holders of the Class A-3FL Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class for such Distribution Date;


 


(II)          
second, to the Holders of the Class A-3FL Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Class A-3FL Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FL Certificates
has been reduced to zero;


 






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(III)         
third, to the Holders of the Class A-3FL Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to the Class A-3FL Certificates (as a result of the allocation of Realized Losses to the Class A-3FX
Regular Interest), plus interest on that amount at the Pass-Through Rate for the Class A-3FL Certificates (as a result of the allocation
of interest on unreimbursed Realized Losses to the Class A-3FX Regular Interest compounded monthly from the date the related Realized
Loss was allocated to the Class A-3FX Regular Interest);


 


(IV)          
fourth, after the Certificate Balance of the Class A-3FL Certificates has been reduced to zero and all other
amounts (including reimbursements of Realized Losses or Interest Shortfalls) have been paid to the Class A-3FL Certificates, solely
from amounts payable to such Class of Certificates in respect of the Class A-3FL Percentage Interest of interest payments distributed
on the Class A-3FX Regular Interest, to the Swap Counterparty in respect of any termination payments then due to the Swap Counterparty
under the Class A-3FL Swap Contract; and


 


(V)           
fifth, any remaining amount in the Class A-3FL Sub-Account to the Holders of the Class A-3FL Certificates.


 


(B)        
On each Distribution Date with respect to which a Class A-3FL Swap Conversion Event has not occurred, the Certificate
Administrator shall distribute to the Swap Counterparty amounts deposited in the Class A-3FL Sub-Account in respect of Yield Maintenance
Charges and Prepayment Premiums; provided that on each Distribution Date with respect to which a Class A-3FL Swap Conversion Event
has occurred and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-3FL Sub-Account
in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FL Certificates.


 


(c)         
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of
principal or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually
distributable to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular
Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect
of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA3FX, Class LA4, Class LASB
and Class LAS Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated
Interest, the Class X-B Certificates, (iii) in the case of the Class LE Uncertificated Interest, the Class X-E
Certificates, (iv) in the case of the Class LF and Class LG Uncertificated Interests, the Class X-FG Certificates,
and (v) in the case of the Class LH Uncertificated Interest, the Class X-H Certificates, in each case, computed
based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the


 






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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)         
While the Certificate Balance of any Class of Certificates (other than the Class A-3FL and Class A-3FX Certificates)
and the Class A-3FX Regular Interest is zero, such Class shall not be entitled to any further distributions in respect of
interest or principal other than reimbursement of Realized Losses (with interest as provided herein) and other amounts provided
for in this Section 4.01.


 


(e)          
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield
Maintenance Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in
each case net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or
Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution
Date corresponding to that Collection Period, the Certificate Administrator shall pay a portion of that Yield Maintenance Charge
or Prepayment Premium in the following manner: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class A-S, Class B, Class C and Class D Certificates and the Class A-3FX Regular Interest, the
product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of
Certificates or Regular Interest, and (C) a fraction, the numerator of which is equal to the amount of principal distributed
to such Class of Certificates or Regular Interest for that Distribution Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the
Class A-3FX Regular Interest for that Distribution Date, (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 and the Class A-3FX


 






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Regular Interest for that Distribution Date, and the denominator of which is the
total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount
of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB and Class A-S Certificates and the Class A-3FX Regular Interest as described above, and (iii) to the
Class X-B Certificates, any remaining such Yield Maintenance Charge or Prepayment Premium not distributed as described above.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) and
the Class A-3FX Regular Interest, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the
difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable
Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan
and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction
be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan
and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest
Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal
Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury
constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date
(in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the
case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent
yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select
a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 






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No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class X-E, Class X-FG, Class X-H, Class E, Class F, Class
G, Class H or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates and the Class A-3FX Regular
Interest have been reduced to zero, all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall
be distributed to the Holder of the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates and the Class
A-3FX Regular Interest on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon
the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date
pursuant to Section 4.01(c) above.


 


Any distributions of
Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-3FX Regular Interest shall be distributed to the Holders
of the Class A-3FX Certificates as specified in Section 4.01(b)(ii)(B) and to the Holders of the Class A-3FL Certificates
or to the Swap Counterparty as specified in Section 4.01(b)(iii)(B).


 


(f)           
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of
the Regular Certificates and the Class A-3FX Regular Interest (in order of distribution priority) (first deeming such amounts to
be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any,
previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date. Amounts
paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates or the Class
A-3FX Regular Interest receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions
shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates (other than the Class A-3FL
and Class A-3FX Certificates) and the Class A-3FX Regular Interest and related Realized Losses in each case allocable to the Regular
Certificates and the Class A-3FX Regular Interest. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve
Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest. Any amounts deemed distributed to the Class A-3FX Regular Interest from the Gain-on-Sale Reserve Account on any Distribution
Date shall be deemed deposited in the Class A-3FX Sub-Account and the Class A-3FL Sub-Account, pro rata, based upon the Class A-3FX
Percentage Interest and the Class A-3FL Percentage Interest, respectively, and shall be distributed to the Class A-3FX and Class
A-3FL Certificates in reimbursement of Realized Losses pursuant to Section 4.01(b)(ii)(A)(III) and Section 4.01(b)(iii)(A)(III),
respectively.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Except
as otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with
respect to each Class on each


 






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Distribution Date shall be made to the Certificateholders of the respective Class of record
at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates),
or otherwise by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each
Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)         
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the
final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement
of any amount of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution
Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate
Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(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


 






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surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)           
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates and the Class
A-3FX Regular Interest shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d),
as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such
Class on the relevant Distribution Date (with any such distribution in respect of the Class A-3FX Regular Interest made in
turn with respect to the Class A-3FL and Class A-3FX Certificates, pro rata, in accordance with the Class A-3FX Percentage Interest
and the Class A-3FL Percentage Interest pursuant to Section 4.01(b)(ii)(A)(III) and Section 4.01(b)(iii)(A)(III),
respectively); provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon
retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register.
Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address.
The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall
be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt
to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender
its Certificates.


 


(j)           
[RESERVED].


 


(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 Master Servicer for deposit into the Collection Account any amounts deposited by the Master Servicer
in the Companion Distribution Account not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay
the Trustee or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any
amounts payable or reimbursable to any such Person pursuant to Section 8.05, to the extent any  


 






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such amounts relate
solely to a Serviced Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder
pursuant to the related Intercreditor Agreement;




 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the
related Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on 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, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section
4.02          Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.
(a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b)
on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth
as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution
Date (each, a “Distribution Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction
of the Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not
including the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I
Advance Date;


 


(iii)         
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation
paid to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the


 






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Asset
Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in
each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to the Master Servicer and the Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage
Loans, outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)          the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted
average Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection
Period for such Distribution Date;


 


(vii)       
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent
60-89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not
an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein)
included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis,
based on the most recent Appraisal or valuation;


 


(ix)         
the Available Funds and the Class A-3FX/A-3FL Available Funds for such Distribution Date;


 


(x)          
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately
identifying any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates, the Class
A-3FX Regular Interest or the Swap Counterparty allocable to (A)  Yield Maintenance Charges and (B) Prepayment Premiums;


 


(xii)        
the Pass-Through Rate for such Class of Certificates and the Class A-3FX Regular Interest for such Distribution
Date and the next succeeding Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution
Date, with respect to the pool of Mortgage Loans;


 


(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before
and immediately after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any
Realized Loss on such Distribution Date and the aggregate amount of all reductions as a result of 


 






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allocations of Realized
Losses in respect of the Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or the
Class A-3FX Regular Interest to date;


 


(xv)        
the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following
such Distribution Date;


 


(xvi)        
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet
showing the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)      
the current Controlling Class;


 


(xviii)     
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)         a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)       
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(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), 


 






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and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Class A-3FL and Class
A-3FX Certificates) or the Class A-3FX Regular Interest in connection with such Liquidation Event;


 


(xxvi)      
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all
payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date,
(A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Class A-3FL and Class
A-3FX Certificates) or the Class A-3FX Regular Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)     
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage
Loans;


 


(xxviii)
    [RESERVED];


 


(xxix)    
   the then-current credit support levels for each Class of Certificates;


 


(xxx)      
 the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately
identified) collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)    
  a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)  
   a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage
Loan by the applicable Mortgage Loan Seller;


 


(xxxiii)
   an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)
   the Interest Distribution Amount for the Class A-3FX Regular Interest, and with respect to the Class A-3FL Certificates,
notification, if applicable, that the amount of interest distributed thereon is equal to the allocable portion of the Interest
Distribution Amount with respect to the Class A-3FX Regular Interest, which is being paid as a result of the occurrence and continuance
of a Class A-3FL Swap Conversion Event;


 


(xxxv)     
 LIBOR as calculated for the related Distribution Date and the next succeeding Distribution Date;


 






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(xxxvi)
    the amounts received and paid in respect of the Swap Contract;


 


(xxxvii)    identification of any Rating Agency Trigger Event or Class A-3FL Swap Default as of the close of business on the
last day of the immediately preceding calendar month with respect to the Swap Contract;


 


(xxxviii)   the amount of any (A) payment by the Swap Counterparty as a termination payment, (B) payments in connection with
the acquisition of a replacement interest rate swap contract, and (C) collateral posted in connection with any Rating Agency Trigger
Event; and


 


(xxxix)
    the amount of, and identification of, any payments on the Class A-3FL and Class A-3FX Certificates in addition to
the amount of principal and interest due thereon (including without limitation, with respect to the Class A-3FL Certificates, any
termination payment received in connection with the Swap Contract).


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv),
(xxv), (xxxiv), (xxxviii) and (xxxix) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)          
[RESERVED].


 



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(c)          Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as the case may be, shall
not be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the
Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information
or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report.


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


Notwithstanding
the foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged



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Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)           Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the
Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or
a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master Servicer
and the Special



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 Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling
Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such
Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to
a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


Section
4.03          P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit
to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal
to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution
Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in
discharge of any such obligation to make P&I Advances or (iii) make P&I Advances in the form of any combination of (i)
and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such
P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or
before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance
by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section
7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure
(and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time,
on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate
Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance
Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property
Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution
Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


If
the 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 Master Servicer or the Trustee makes a P&I Advance with respect
to the Marriott Monterey 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.



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(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of
the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection
(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be
made with respect to any Companion Loan.


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master 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 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 (and if the Special Servicer elects to
make—and makes—such a determination, then it shall make such determination independently of any such determination
by such other Person). If the Master 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 Master Servicer or the Trustee, as applicable, shall provide the applicable
master servicer under the related Other Pooling and Servicing Agreement written notice of such determination within two (2) Business
Days of the date of such determination. If the Special Servicer 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 Special Servicer shall provide the Master Servicer written notice of such
determination within one (1) Business Days of the date of such determination, and the Master Servicer shall provide the applicable
master servicer under the related Other Pooling and Servicing Agreement written notice of such determination within two (2) Business
Days of the date of such determination. If the Master Servicer receives written notice from the related 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



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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 Master Servicer, the 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 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 Master Servicer, the Special Servicer or the Trustee, as the case
may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


With
respect to each Non-Serviced Mortgage Loan, the Master 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 (and if the Special Servicer elects to make—and
makes—such a determination, then it shall make such determination independently of any such determination by such other
Person). If the Master 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 Master Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced
Master Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Special
Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Special Servicer shall provide the Master Servicer written notice of such determination within one (1) Business Days
of the date of such determination, and the Master Servicer shall provide the applicable Non-Serviced Master Servicer written notice
of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special 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 Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance,
then the Master Servicer, the 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 Master Servicer and the Trustee



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shall not be required to make any additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case
may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date and any applicable Grace Period has expired or (ii) if the related Periodic
Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall
reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of
this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for 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
(including any cure payment payable by a Subordinate Companion Holder) and (ii) if an Appraisal Reduction Amount has been determined
with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has
been made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount)
then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance
for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as
a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for
the related Distribution Date.



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(f)           In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


(g)          Neither
the Master Servicer nor the Trustee shall advance any amount due to be paid by the Swap Counterparty for distribution to the Class
A-3FL Certificates.


Section
4.04          Allocation of Realized Losses. (a) On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate
Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation
only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage
Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent
such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and
any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates
(other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest, after giving effect to distributions
of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized
Losses to a Class of Regular Certificates or the Class A-3FX Regular Interest shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Realized Losses so allocated to the Class A-3FX Regular Interest shall be allocated, pro
rata (based upon their respective Class Percentage Interests immediately prior to such Distribution Date), as a reduction of the
Certificate Balance of the Class A-3FL and Class A-3FX Certificates. Any Realized Losses allocated to a Class of Certificates
pursuant to either of the preceding two sentences shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and
other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
or the Class A-3FX Regular Interest in respect of which any such reimbursement is made. With respect to any Class of Principal
Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan,
the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
(other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest that previously were allocated
Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class
of Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest.
Any amount of reimbursements allocated to the Class A-3FX Regular Interest pursuant to this Section 4.04(a) shall be allocated
to the Class A-3FL and Class A-3FX Certificates, pro rata, based upon their respective Certificate Balances. If the Certificate
Balance of any Class of Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or Class A-3FX
Regular Interest is so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates (other
than the Class A-3FL and



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Class
A-3FX Certificates) or the Class A-3FX Regular Interest shall be decreased by such amount.


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Class A-3FL and Class A-3FX
Certificates) and the Class A-3FX Regular Interest will be reduced without distribution, as a write-off to the extent of any Realized
Losses, if any, allocable to such Certificates or Class A-3FX Regular Interest, as applicable, with respect to such Distribution
Date. Any such write-off shall be allocated first, to the Class H Certificates, second, to the Class G Certificates,
third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates,
and then, pro rata (based on their respective Certificate Balances), Class A-1, Class A-2, Class A-3, Class A-4
and Class A-SB Certificates and the Class A-3FX Regular Interest, in each case until the remaining Certificate Balances of such
Classes of Certificates have been reduced to zero. Any Realized Losses so allocated to the Class A-3FX Regular Interest on any
Distribution Date shall be allocated between the Class A-3FL and Class A-3FX Certificates, in accordance with their respective
Certificate Balances.


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than the Class
A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest pursuant to Section 4.04(a) or Section 4.04(b),
respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular
Interest with respect thereto as a write-off.


Section
4.05          Appraisal
Reduction Amounts (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has
occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the
Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent
allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates or the Class A-3FX Regular Interest,
as applicable, in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class is reduced to zero (i.e., first, to the Class H Certificates, second, to the Class G
Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the
Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth,
to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the
Senior Certificates (other than the Class X Certificates and the Class A-3FL and Class A-3FX Certificates) and the Class
A-3FX Regular Interest. Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate
Administrator of the amount of any Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be
satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the
CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package). Based
on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates
is the Controlling Class. The Certificate Administrator shall provide notice of the identity of the Controlling Class as set
forth in 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.



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(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order
a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred
(such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure
that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such
MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal).


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based
on such supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount. The Holders of an
Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any
direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on
the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each
Appraisal Review Period shall be exercised by the most senior Class of Control Eligible Certificates, if any.


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master
Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior



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to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal
Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the
Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal
Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall
be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the Special
Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master
Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer
to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Special Servicer, to the extent
the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization
into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan. If the
Special Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall
replace the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer
shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer
will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or
related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special
Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable,
with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal
Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal
Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the
Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity
of such Appraisal or valuation.


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable
Appraisal or preparation of the applicable internal valuation); provided, that the Special Servicer’s failure to
timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information
to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.



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(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related AB Mortgage Loan. Any Appraisal
Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related
Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective Stated Principal
Balances.


Section
4.06          Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall constitute,
and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under
subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment
of the Holders of the Class A-3FL and Class A-3FX Certificates in the Grantor Trust so as to improve their rate of return. The
Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely
execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In
addition, the Certificate Administrator shall (A) as soon as possible after the Swap Contract is entered into (but no later than
the first payment date under the Swap Contract), obtain a taxpayer identification number of the Grantor Trust and deliver or cause
to be delivered the federal taxpayer identification number of the Grantor Trust on an Internal Revenue Service Form W-9 to the
Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), an applicable
Internal Revenue Service Form W-8IMY; provided that Certificate Administrator shall not be responsible for failure to obtain a
taxpayer identification number for the Grantor Trust if the Certificate Administrator timely takes all requisite action and such
failure relates solely to a delay by the Internal Revenue Service in issuing such taxpayer identification number, (B) file, or
cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the following clause and (C) furnish, or cause to be furnished, to the Class A-3FX and
Class A-3FL Certificateholders, their allocable share of income and expense with



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respect to the Class A-3FX Specific Grantor Trust
Assets and the Class A-3FL Specific Grantor Trust Assets, respectively, in the time or times and in the manner required by the
Code.


(b)          The
Grantor Trust is a WHFIT that is an NMWHFIT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.


(e)          [RESERVED].


Section
4.07          Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to Sections 3.13(b) and (d), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related
Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by
the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry”
and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan,
to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator
shall forward the Inquiry to the appropriate



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person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain
such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not
be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall
promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any
direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and
the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the
best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law
or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their



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respective Affiliates
will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as



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provided below, shall reply by
email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of
time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response
to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any
Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties
in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall
not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such
determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was
not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for
the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will
be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the 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



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Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


[End
of Article IV]


Article
V



THE CERTIFICATES


Section
5.01          The Certificates. (a) The Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through and including A-3, as applicable and with
such



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appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as
may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-E, Class X-FG, Class X-H and Class R 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 Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R 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 Prime Finance CMBS B-Piece Holdco I, L.P. or LNR Securities Holdings, 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



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the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


(b)          Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name
of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


(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



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or owners. For the avoidance of doubt, the Class R Certificates shall only be
in the form of Definitive Certificates.


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


Section
5.03          Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and
accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and
the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate



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Registrar for its services in respect of any registration
of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted 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



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equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate,
without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1)
instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,
to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the 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



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Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional
Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
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.



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(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of
the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the
aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


(i)           Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


(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



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Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


(k)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(m)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of
Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been
made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan
assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of
a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented
for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance
satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that the acquisition and holding of
such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall
not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received



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either the representation letter described in clause (i) above or the Opinion of Counsel described
in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer,
sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction
under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


(n)          No
Class R 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 Certificate. Each prospective transferee of a Class R 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



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Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed transferee’s statements in its Transferee Affidavit are false.


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, that such Persons shall in no event be
excused from furnishing such information.



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(o)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments made or received under the Class A-3FL Swap Contract and payments to Certificateholders and other payees of interest
or original issue discount that the Certificate Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders or payees shall not be required for such withholding, and the Certificateholders shall be required to provide
the Certificate Administrator with such forms and such other information reasonably required by the Certificate Administrator.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this
Agreement.


No
transfer of any definitive Class A-3FL Certificate presented or surrendered for registration of transfer or exchange shall be
made unless the transfer or exchange is accompanied by a written instrument of transfer and accompanied by Internal Revenue Service
Form W-8ECI, W-8BEN, W-8BEN-E, W-8IMY (and all appropriate attachments) and/or W-9, as appropriate, in form satisfactory to the
Certificate Administrator, duly executed by such Certificateholder or his attorney duly authorized in writing (with copies sent
directly from such Certificateholders to the Swap Counterparty).


Section
5.04          Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.


Section
5.05         Persons Deemed Owners. The Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any
of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar nor any agent of any of them shall
be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement
responsible for distributing any report, statement or other information required



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to be distributed to Certificateholders has been
provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


Section
5.06          Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain in
as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days
after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense) a
current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate
Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses
of Certificateholders from time to time upon request therefor.


(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting 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], [electronic mail address] and/or [mailing address]].



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(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


Section
5.07          Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


Section
5.08          Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


(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.



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(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


(f)           The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


Section
5.09          Exchange
of Class A-3FL Certificates for Class A-3FX Certificates.


(a)          A
Certificateholder or a Certificate Owner of an interest in the Class A-3FL Certificates, upon written request made to the Certificate
Administrator and the Certificate Registrar in the manner set forth in clause (iv) below, may exchange its interest therein
for an interest in the Class A-3FX Certificates, having the same Certificate Balance as the interest being exchanged; provided
that the following conditions are satisfied:


(i)           such
exchange is for a Certificate Balance of not less than $5,000,000 and in integral multiples of $1 in excess thereof;


(ii)          the
Certificateholder or Certificate Owner desiring to effect such exchange delivers to the Certificate Administrator and the Certificate
Registrar (A) the written consent (which such consent may be given or withheld at such party’s sole discretion; without
limiting the generality of the foregoing, each of the Depositor and the Swap Counterparty may require, as a condition to its consent,
that such Certificateholder or Certificate Owner pay any costs associated with its review of the proposed exchange, including
without limitation the fees and expenses of its counsel) of the Swap Counterparty and the Depositor with respect to such exchange
and (B) the written agreement of such Certificateholder or Certificate Owner and Swap Counterparty that all amounts to be paid
by any such party to another in respect of such exchange have been paid;


(iii)         such
Certificateholder or Certificate Owner complies with all of the requirements set forth in Section 5.03 for Transfers of
interests that apply to such exchange (had such exchange been a Transfer of interests in the same Class of Certificates) (including
delivery to the Certificate Administrator and the Certificate Registrar of such certifications, orders and instructions required
thereunder for the particular Transfer);


(iv)         the
Certificateholder or Certificate Owner provides the Certificate Registrar, the Depositor, the Underwriters, the Certificate Administrator
and the Swap Counterparty (with a copy to the Rating Agencies) a “Notice of Exchange of Class A-3FL Certificates for Class
A-3FX Certificates” (each, a “Class A-3FL Exchange Notice”), substantially in the form attached hereto
as Exhibit TT by electronic mail at



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cts.cmbs.bond.admin@wellsfargo.com, and indicating its intent to conduct an exchange,
in compliance with the requirements set forth in the immediately following paragraph;


(v)          with
respect to any exchange of Class A-3FL Certificates that would cause the Original Certificate Balance of the Class A-3FL Certificates
to be less than or equal to $20,000,000 immediately following such contemplated exchange, such Certificateholder or Certificate
Owner delivers evidence satisfactory to the Depositor and Certificate Administrator that 100% of the Holders of the Class A-3FL
Certificates, have consented to such contemplated exchange; and


(vi)        if
the Depositor requests that the Certificateholder obtain a Rating Agency Confirmation (and the Depositor provides prior written
notice to the Certificate Administrator of such request), such Certificateholder shall obtain and deliver such Rating Agency Confirmation
to the Depositor and the Certificate Administrator with respect to the Class A-3FX Certificates, based on their Certificate Balance
that would be in effect immediately upon the exchange, which confirmation indicates an investment-grade rating.


(b)          Subject
to the Certificate Registrar’s approval, the proposed effective date of the exchange (for the purposes of this Section
5.09, each, a “Class A-3FL Exchange Date”) may take place on any Business Day other than the first or last
business day of the month, but no later than 12:00 noon (New York City time) on the Record Date in the month immediately preceding
the month in which the Certificateholder or Certificate Owner intends to receive the first distribution after giving effect to
such exchange. The Class A-3FL Exchange Notice must be delivered to the Certificate Administrator and the Certificate Registrar
at least three (3) Business Days prior to the proposed Class A-3FL Exchange Date and must carry a medallion stamp guarantee. Such
notice shall also include the written consent of the Swap Counterparty and the Depositor and the written agreement of the Swap
Counterparty and the Certificateholder or Certificate Owner required pursuant to Section 5.09(a)(ii) and a copy of the
Class A-3FL Exchange Notice described in Section 5.09(a)(iv) above, as applicable. After receiving such notice and agreement
and the Class A-3FL Exchange Notice described in Section 5.09(a)(iv) above, as applicable, the Certificate Registrar shall
send by electronic mail to the Certificateholder or Certificate Owner wire payment instructions relating to the Floating-to-Fixed
Exchange Fee (as defined below). A Class A-3FL Exchange Notice shall become irrevocable on the 2nd Business Day before the proposed
Class A-3FL Exchange Date. Notwithstanding anything to the contrary herein, in connection with each exchange, a fee of $5,000
(the “Floating-to-Fixed Exchange Fee”) shall be payable by the Certificateholder or Certificate Owner requesting
such exchange to the Certificate Registrar by no later than the applicable Class A-3FL Exchange Date and as a condition to the
consummation of such exchange. Within five (5) Business Days of the consummation of such exchange, the Certificate Registrar shall
provide notice of such exchange to the Certificate Administrator, the Depositor, the Master Servicers, the Special Servicers and
the Trustee (with copies of any supporting documentation).


(c)          Upon
satisfaction of the conditions set forth in Section 5.09(a) and Section 5.09(b), the Certificate Registrar shall:
(i)(A) if the interest in the Class A-3FL Certificate being surrendered in the exchange is a Book Entry Certificate, subject to
and in accordance with the



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applicable procedures of the Depository (if applicable), reduce the denomination of such Certificate
and make a corresponding notation to that effect on the Certificate or (B) if the interest in the Class A-3FL Certificate being
surrendered in the exchange is in the form of a Definitive Certificate, cancel such Definitive Certificate and cause a new Definitive
Certificate in the amount of any remaining denomination to be executed, authenticated and delivered in accordance with this Agreement
to the related Certificateholder, and (ii)(A) if the interest in the Class A-3FX Certificate being acquired in the exchange is
a Book Entry Certificate, subject to and in accordance with the applicable procedures of the Depository (if applicable), increase
the denomination of such Certificate and make a corresponding notation to that effect on the Certificate or (B) if the interest
in the Class A-3FX Certificate being acquired in the exchange is in the form of a Definitive Certificate, cause a Definitive Certificate
of such Class and in a denomination equal to the reduction in the denomination of Class A-3FL Certificates, as applicable, to
be executed, authenticated and delivered in accordance with this Agreement to such Certificateholder or Certificate Owner. The
Certificate Administrator shall make the first distribution on an exchanged Certificate on the Distribution Date in the month
following the applicable Class A-3FL Exchange Date. Additionally, if any such exchange relates to the entire outstanding Certificate
Balance of the Class A-3FL Certificates, as the case may be, then, subject to the satisfaction of all of the exchange conditions
set forth in this Section 5.09, the Certificate Administrator and the Swap Counterparty will terminate the Class A-3FL Swap Contract,
effective as of the applicable Class A-3FL Exchange Date.


(d)          In
no event shall the Certificate Administrator be required to pay any amount to any Person in respect of any exchange of an interest
in the Class A-3FL Certificates for an interest in the Class A-3FX Certificates, nor shall the Trust or Trust Fund be required
to make any such payment.


Section
5.10          Voting Procedures. With respect to
any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository
with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates.
In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise
described herein with respect to a specific vote:


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates



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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
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


[End
of Article V]


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER



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Section
6.01          Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial 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;



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(vi)        No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


(viii)      No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


(b)         The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)          The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


(ii)         The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (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;


(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;



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(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the 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 the ability of the Special Servicer to perform
its obligations under this Agreement;


(vi)        No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


(vii)       The
Special Servicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or where the lack of such consent, approval, authorization or order would not have a material
adverse effect on the ability of the Special Servicer to perform its obligations hereunder.


(c)         The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;



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(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


(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 



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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 material adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder.


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations



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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 material
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which
materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder.


Section
6.02        Liability of the Depositor, the Master
Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer,
the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only
to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer, the
Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


Section
6.03          Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations



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Reviewer.
(a) Subject to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer each will keep in full
effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization,
and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification
is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans or Companion Loans and to perform its respective duties under this Agreement.


(b)          Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer
or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting



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obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if
such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as
applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance with
its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which
consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to
the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the
Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold
such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding
sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 7.01.


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


Section
6.04          Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith



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pursuant to this Agreement,
or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers,
shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual
or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans,
the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii)
incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or
by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners,
directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of
them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order),
neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian, the Certificate Registrar and 17g-5
Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall
be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement,
appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and
reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or Opinion of Counsel.



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(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


(c)          Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel



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reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense
of such claim is materially prejudiced thereby.


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the
Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall
assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer



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or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


(f)           The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and 



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hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be,
shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


(i)           The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members,
managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


(j)           For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special
Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially
would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as



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a grantor trust under the relevant provisions
of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel,
the cost of which will be reimbursed as an additional expense of the Trust).


Section
6.05          Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master Servicer
nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon
(a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case of
the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor (which
may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires
the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion
of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer
under clause (a) above shall become effective until the Trustee or a successor master servicer or special servicer, as
applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities and
obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall
become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section
6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor
master servicer or special servicer with respect to this Section 6.05; provided that, such successor master
servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved
by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable
out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section
7.01(c) in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer
or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


Section
6.06          Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or



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cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


Section
6.07          The Master Servicer and the Special Servicer
as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in
the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in
the definition of “Certificateholder”) the same rights it would have if it were not the Master Servicer, the
Special Servicer or an Affiliate thereof.


Section
6.08          The Directing Certificateholder. (a)
Other than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not
subject to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder shall be entitled to advise the Special Servicer with respect to all Specially Serviced Loans and any Non-Specially
Serviced Loan with respect to matters involving a Major Decision processed and/or consented to by the Special Servicer (other
than, in each case, any Excluded Loan), 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 any Mortgage Loan (other than
a Specially Serviced Loan or a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, to the extent the Master Servicer is responsible
for processing any such action as described in the immediately succeeding paragraph), the Master Servicer, shall not be permitted
to take any of the following actions (each a “Major Decision”), irrespective of whether any such Major Decision
constitutes a “Major Decision” under, and as defined in, the related Intercreditor Agreement, unless it has obtained
the consent or deemed consent of the Special Servicer (provided that such consent shall be deemed given (unless earlier
objected to by the Special Servicer) fifteen (15) Business Days (or thirty (30) days with respect to clause (xi) below)
(plus, if the Special Servicer is required to obtain the consent of a Serviced Companion Noteholder, any additional time afforded
to such Serviced Companion Noteholder under the related Intercreditor Agreement) after the Special Servicer’s receipt of
the Master Servicer’s written recommendation and analysis with respect to such Major Decision and all information reasonably
requested by the Special Servicer, and reasonably available to the Master Servicer, in order to grant or withhold such consent
and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole
Loan, for so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted
to take any of the following actions (to the extent the Special Servicer is responsible for processing any such action as described
in the immediately succeeding paragraph) and shall not be permitted to consent to the Master Servicer’s taking any of the
following actions (to the extent the Master Servicer is responsible for processing any such action as described in the immediately
succeeding paragraph) as to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty
(30) days with respect to clause (xi) below) (plus, if the Special



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Servicer is required to obtain the consent of a Serviced
Companion Noteholder, any additional time afforded to such Serviced Companion Noteholder under the related Intercreditor Agreement)
after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and
all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer, in
order to grant or withhold such consent (provided that if such written objection has not been received by the Special Servicer
within such ten (10) Business Day (or thirty (30) day) period (or, if applicable any longer period due to additional time afforded
to a Serviced Companion Noteholder), then the Directing Certificateholder will be deemed to have approved such action):


(i)           any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing any Specially Serviced 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 any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan;


(iii)         following
a default or an event of default with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, any exercise of remedies, including the acceleration of the Mortgage Loan (other than any Non-Serviced 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 or REO Property for less than the applicable Purchase Price;


(v)          any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials located at a Mortgaged Property or an REO Property;


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any 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 any
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to such a waiver or consent to a transfer of a Mortgaged Property
or interests in the Mortgagor;


(viii)       any
property management company changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with a Stated
Principal Balance greater than $2,500,000), including, without limitation, approval of the termination of a



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manager and appointment
of a new property manager, or franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
Serviced Whole Loan for which the lender is required to consent or approve such changes under the Mortgage Loan documents;


(ix)          releases
of any material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or reserves,
other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender
discretion and other than those that are Special Servicer Decisions;


(x)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or other
obligor releasing a Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any 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 involves a Ground Lease or lease
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
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
or any action to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver
or amendment thereof;


(xiv)       any
incurrence of additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether
a lender has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


(xv)        any
determination by the Master Servicer to transfer a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan to the Special 



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Servicer under the circumstances described in clause (iii) of the definition of “Servicing Transfer
Event”;


provided,
however, that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as the case may, determines that immediate action, with respect to the foregoing
matters, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a
Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder or the
Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan,
the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer,
as the case may be, may take any such action without waiting for the Special Servicer’s (in the case of the Master Servicer)
or the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the
Operating Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be,
provides the Special Servicer (in the case of the Master Servicer) or the Directing Certificateholder (or the AB Whole Loan Controlling
Holder or Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation
of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing Certificateholder for any of
the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided, however,
that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing Certificateholder
only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder
in connection with any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing
Certificateholder within 10 Business Days following its written request for input on any required consultation, the Special Servicer
shall not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however,
that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with
the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced
Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition, after the occurrence and during the continuance of a Control
Termination Event and with respect to any AB Mortgage Loan, after the occurrence and during the continuance of both a Control
Termination Event and an AB Control Appraisal Period, the Special Servicer will also be required to consult with the Operating
Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating
Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that the Special Servicer receives no response from the Operating Advisor within 10 Business Days following the later
of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with the Operating Advisor on



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the specific matter; provided, however, that the failure of the Operating Advisor to
respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor
on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to
the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the immediately succeeding sentence, (a) the Special
Servicer shall process all requests for any matter that constitutes a “Major Decision” with respect to (i) any Specially
Serviced Loan and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan (unless the Master Servicer and Special
Servicer have mutually agreed to have the Master Servicer process such request) and (b) the Master Servicer shall process all requests
for any matter that constitutes a “Major Decision” with respect to (i) any Non-Specially Serviced Loan that is a WFB
Mortgage Loan and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan if the Master Servicer and the Special Servicer
have mutually agreed to have the Master Servicer process such request. Upon receiving a request for any matter that constitutes
a Major Decision with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, except with
respect to any such request relating to a Non-Specially Serviced Loan that is a WFB Mortgage Loan, the Master Servicer shall forward
such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer
will process such request, the Special Servicer will be required to process such request and the Master Servicer will have no further
obligation with respect to such request or the related Major Decision. However, regardless of whether the Master Servicer or the
Special Servicer is required to process any request, any Major Decision (with respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) including WFB Mortgage Loans) will require the consent or approval (or deemed consent or approval) of the Special
Servicer.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the
rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset


 






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Representations Reviewer, the Trust or the Trustee to liability, or materially
expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder, would cause the Special Servicer or the Master Servicer, as applicable, to violate
the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of
Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such


 






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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 Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely
in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole
Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted,
and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to
such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance
of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have
no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and
during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this
Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder
(other than with respect to any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent
set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to any
Excluded Loan), the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01          Servicer Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination
Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be,
any one of the following events:


 


(i)           (A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit
into, or remit to the Certificate Administrator for 


 






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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 the Special Servicer to deposit into the REO Account, within one (1) Business Day after such
deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)         any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in
any material respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business
Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by
Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing
Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required
to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
(A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master
Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates
evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan
if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is
capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period
will be extended an additional thirty (30) days; provided, further, however, that such extended period
will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)         any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation
or warranty contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely
affects the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion
Loan) and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring
the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 






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


 


(vi)        
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially
all of its property; or


 


(vii)       
the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)     
any of DBRS, Fitch or Moody’s (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion
Loan Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or classes of Serviced Pari Passu Companion Loan Securities, 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 DBRS, Fitch or Moody’s, 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 the Master Servicer or the Special Servicer, as applicable, as the sole
or a material factor in such rating action.


 


(b)         
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for
purposes of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and
in each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the
written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders
of Certificates entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the
Trustee to terminate each of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’
written notice if there is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii)),
by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights
(subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and
in and to the Mortgage Loans


 






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and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided,
however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through
the date of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the
receipt by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority
and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent
to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to
assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be,
responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation,
the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the
time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected
Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the
applicable Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer
each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect
to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or
otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


(c)          If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer
Termination Event under Section 7.01(a)(viii), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the
event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the
Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced


 






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Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Companion
Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall be entitled to
direct the Trustee to terminate the Special Servicer with respect to the related Serviced Whole Loan. Any Special Servicer appointed
to replace the Special Servicer with respect to a Serviced 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 Companion Loan. Any such special servicer under this paragraph shall meet the eligibility
requirements of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement,
and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special
Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from
the applicable rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan or
with respect to an AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of
the Special Servicer under this Agreement, (A) for cause at any time and (B) without cause if either (x) LNR Partners, LLC or
its Affiliate is no longer the Special Servicer or (y) LNR Securities Holdings, LLC or its Affiliate owns less than 25% of the
then-Controlling Class of Certificates, in each case, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). For the avoidance
of doubt, in the case of the Congressional North Shopping Center & 121 Congressional Lane Whole Loan, if the Subordinate Companion
Holder is the AB Whole Loan Controlling Holder, the right of such Subordinate Companion Loan Holder to replace the Special Servicer
shall only be exercisable in accordance with the second paragraph of Section 7.01(c) following the occurrence of a Servicer
Termination Event. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any
Excluded Loan) shall appoint a successor special servicer; provided, however, that (i) such successor will
meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation
and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special
Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 






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After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency
fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not
be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating
Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders)
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 (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 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 vote or written direction of Holders of Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date
Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website
and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing,
the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which
the related Subordinate Companion Holder is not subject to an AB Control Appraisal Period.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event
under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace the applicable Non-Serviced Special Servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such


 






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Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time
to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with
the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other
content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its
recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly
post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.
Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt 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 (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 Trustee shall (i) terminate all of the
rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved by the Certificateholders
and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency
Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer
shall be an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested
votes, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this
Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor
shall not be permitted to recommend the replacement of the Special Servicer with respect to an AB Whole Loan unless an AB Control
Appraisal Period has occurred and is continuing under the related Intercreditor Agreement and a Consultation Termination Event
has occurred and is continuing.


 


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






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the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable
actions as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being
placed on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating
Agency. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and 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 the Master Servicer affects
a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari Passu Companion Loan or the rating on any Serviced
Pari Passu Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari
Passu Companion Loan or the rating on any related Serviced Pari Passu Companion Loan Securities, then the Master Servicer may not
be terminated by or at the direction of the related holder of such Serviced Pari Passu Companion Loan or the holders of any related
Serviced Pari Passu Companion Loan Securities, but upon the written direction of the related holder of such Serviced Pari Passu
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded
Special Servicer Loan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer
Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan
is not also an Excluded Loan, the Directing Certificateholder shall select (and may remove and replace with or without cause) 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. The resigning 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. It shall be a condition
to any such appointment that (i)  each Rating Agency delivers a Rating Agency Confirmation and an applicable rating agencies
deliver confirmation that such appointment 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


 






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(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), (ii) the related Excluded Special Servicer is a Qualified Replacement
Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall
no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again
for such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special
servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage
Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan
and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02          Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or
receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor
has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such
party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity
as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided
for herein and shall 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


 






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affect any liability of the predecessor Master
Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer
shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer.
The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable
for any of the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred
by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase
any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case
may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled
to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have
been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit
from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as
successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been
entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer
or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master
Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary,
but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case
may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to
the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to
that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer
or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such
appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control
Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K
filings have been completed with respect to any related 



 


 






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Companion Loan. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or
the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer(s)
or the non-terminated Special Servicer(s) and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor
Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be)
has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and
to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination,
or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs
and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in accordance
with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer
or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


Section
7.03          Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or,
with notice or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the
Certificate Administrator would be deemed to 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


 






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Certificates affected by any Servicer Termination Event hereunder may waive such Servicer
Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii)
or (viii) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected
Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations
under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination
Event, 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 the Master Servicer fails to fulfill its obligations hereunder
to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by the Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 



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Section
8.01         Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement.
If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained
in this Agreement shall not be construed as a duty.


 


(b)          The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)          No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events
which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely
by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or 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


 






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it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent
facts; and


 


(iii)         Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled
to greater than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of
the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com
to the Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under
this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor
Certification pursuant to this Agreement.


 


Section
8.02          Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;


 


(iii)         Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts
or powers vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties 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


 






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obligation,
upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs;


 


(iv)         Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement;


 


(v)          Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination
Events which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more
than 50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or
the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the
Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability
as a condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting
Holders;


 


(vi)         The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys; provided, however, that the appointment of
such agents or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any
duties hereunder through any Person that is a Prohibited Party;


 


(vii)        For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall
be deemed to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event
or any act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required
to act unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof
or unless written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the
Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates
or this Agreement;


 


(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master
Servicer or the Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may
be, in which case


 






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the
Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the
Operating Advisor or the Asset Representations Reviewer;


 


(ix)         Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in
the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance
of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also
a result of its own negligence, bad faith or willful misconduct;


 


(xi)         Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, or where the groups or divisions responsible for performing the obligations
in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable;


 


(xii)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to
applicable law; and


 


(xiii)       Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder
with respect to its rights and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03          Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections 2.01(h) and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall not be taken as the 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.


 






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Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may
rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section
8.04          Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each
in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05          Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid
the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage
Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay
to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue
from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same
manner as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except
for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 


(b)          The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual
capacity) and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively,
shall be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account
or the Lower-Tier REMIC Distribution Account, as applicable, from time


 






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to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating
Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however, that none
of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made
by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and
against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement.


 


Section
8.06          Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times 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


 






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in
the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when
the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “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 Master Servicer
maintains a rating of at least “A” by DBRS (provided that nothing in this parenthetical shall impose on the
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) the 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
the 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,
the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to


 






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the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)          If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for
a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’
prior written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or
certificate administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee
or Certificate Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any
such termination without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator,
as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or
certificate administrator pursuant to any of the provisions 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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34
or in blank, and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan
documents were assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the
Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial
Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 or in blank; provided, however,
that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document
was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor


 






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trustee; and (d) in any
case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan,
and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been
made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section
8.08         Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided
in this Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator,
as applicable, shall be eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this
Section 8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator,
as applicable, to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09          Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such
successor person shall be eligible under the provisions of Section 8.06, without the execution or


 






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filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10          Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have
occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or
the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(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


 






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do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


(e)          The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee
of its duties and responsibilities hereunder.


 


Section
8.11         Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all
or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction
in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed
on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian appointed by it hereunder. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions
policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions,
or may self-insure.


 


Section
8.12         Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America;


 


(ii)          The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of
this Agreement by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(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


 






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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 material adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13         Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided
to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced
Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders
to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent
identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section
8.14          Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations


 






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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


 


(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 



 


 






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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 material adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15          Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders
in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer,
as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide
to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request
from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01         Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer,
or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price
of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling
Class), (3) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination,
unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged
Property secures a Non-Serviced 


 



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Mortgage Loan and is an “REO property” under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as
determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances,
together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items
shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long
as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C
and Class D Certificates and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates)
are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class 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, Class E and Class F Certificates and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class
A-3FX Certificates) are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class 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 R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which
the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already
on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to
the Lower-Tier REMIC Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution
on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause


 






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to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed
to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of
each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution and the Certificate Administrator shall, without duplication, pay to the Swap
Counterparty, solely and to the extent


 






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available from the Class A-3FL Sub-Account, any Class A-3FL Net Swap Payment as required
by Section 3.34(c). Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary
to effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the
Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder, the Swap Counterparty and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates and the Class A-3FX Regular Interest pursuant to this Section 4.01(e) to the Upper-Tier REMIC Distribution
Account (and with respect to any amounts payable to the Class A-3FX Regular Interest, from the Upper-Tier REMIC Distribution Account
to the Class A-3FX Regular Interest Distribution Account), in each case pursuant to Section 3.04(b) and upon presentation
and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator shall
distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments
on the Class of Certificates so presented (or in the case of the Class A-3FL or Class A-3FX Certificates if presented, the
amounts then on deposit in the Class A-3FL Sub-Account after payment of any Class A-3FL Net Swap Payment to the Swap Counterparty,
or in the Class A-3FX Sub-Account,


 






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as applicable, as specified in Section 4.01(b) with respect to any amounts payable to
the Class A-3FX Regular Interest from the Upper-Tier REMIC Distribution Account to the Class A-3FX Regular Interest Distribution
Account) and (ii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR
Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the
Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of
the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c),
4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and
shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02          Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier
REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which
meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)           the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall
be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust
REMICs’ final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)         within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier
Regular Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier
REMIC) and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


(b)          In the event the Trust Fund is to be terminated while the Class A-3FL Swap Contract is still in effect, the Certificate
Administrator shall promptly notify the Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and
that the notional amount of the Class A-3FL Swap Contract will be reduced to zero on such date. Based on the date of termination,
the Certificate Administrator shall calculate the Class A-3FL Net Swap Payment, if any, as specified in Section 3.34, and
prior to any final distributions to the Holders of the Class A-3FL Certificates, pursuant to Section 9.01, shall pay such
Class A-3FL Net Swap Payment, Yield Maintenance Charges and Prepayment Premiums, if any, to the Swap


 






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Counterparty. In the event
that any fees (including termination fees) are payable to the Swap Counterparty in connection with such termination, such fees
will be payable to the Swap Counterparty solely from amounts remaining in the Class A-3FL Sub-Account, after all distributions
to the Class A-3FL Certificates, as applicable, are made pursuant to Section 9.01.


 


[End of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01        REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates and the Class A-3FX Regular Interest shall be designated
as the “regular interests” and the Class UR Interest shall be designated as the sole class of “residual
interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of
Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest
shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer,
the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G
of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each
Trust REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy
involving either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R 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 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


 






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Certificate Administrator as its agent to perform all
of the duties of the “tax matters person” for the Trust REMICs.


 


(d)          The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of
the Tax Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee
to sign (and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns
shall be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(e)          The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax relating to the transfer of such Class R
Certificate to any Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent,
(ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to
the Internal Revenue Service on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and
telephone number of the “tax matters person” who will serve as the representative of each of the Trust REMICs created
hereunder.


 


(f)           The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably
within the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax
on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust, any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult
with counsel to make such written advice, and the cost of same shall be borne by the


 






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party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may
be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined
in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to
the Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided
that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to
Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain
in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate
(or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall
withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is
estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income
from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution
to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or
local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to
the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates (other than the Class A-3FL
and Class A-3FX Certificates) and the Class A-3FX Regular Interest, as applicable, in the manner specified in Section 4.01(a),
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of
a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence
by such party.


 






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(h)          The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and
records with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.


 


(i)           Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of
assets to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will
not cause an Adverse REMIC Event.


 


(j)           Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any
Trust REMIC will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income
from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(k)          Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class A-3FX
Regular Interest and by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced
to zero is the date that is the Rated Final Distribution Date.


 


(l)           None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall
sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Class R Certificateholder, past or present. Each Class R Certificateholder agrees, by acquiring such
Certificate, to any such elections.


 






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Section
10.02        Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate Administrator may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03        Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and
upon reasonable notice and during normal business hours, access to such books and records maintained thereby, as may relate to
the Certificates or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its
duties hereunder.


 


Section
10.04        Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)          Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person
succeeding to the corporate agency business of any REMIC Administrator, shall continue to be


 






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the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice
of resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and
the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor
REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC
Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01        Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The
Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other than
in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act
and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34,
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator
of any Other Securitization


 






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that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian,
the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of
the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related
Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor 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 the Master Servicer and the 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 Master
Servicer and the Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the
Depositor, the Master Servicer and the Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar
days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor),
(x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor in order
to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act); provided, however that if disclosing such information
prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer,
any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no
later than the first Business Day after the effective date of such succession or appointment.


 


(b)          Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to


 






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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, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post


 






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such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer
and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)           Any 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 Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that the Certificate Administrator is unable to timely file with the Commission all or any required
portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure


 






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information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify
the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


Section
11.04       Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto)
and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of
the Additional


 






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Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should
be delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may
instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has
any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for
the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar
day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or


 






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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 including the information set forth in Section 5.06.


 


(b)          After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor
may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24)
of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors
authorizing such power of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall
sign such Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed
Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127 023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053 300, 301 South College St., Charlotte, North Carolina 28288. The


 






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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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)           (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


(B)             
if any such report on assessment of compliance with servicing criteria described under Section 11.10
identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such
instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any
steps taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 






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(iii)        
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


(B)         
if any registered public accounting firm attestation report described under Section 11.11 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public
accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included; and


 


(iv)        
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715 2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee and the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph. 


 






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Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for
the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with
respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)           After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in
charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127
023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053 300,
301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized,
as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties
to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer,
the Certificate Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity
of the new party.


 






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(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 Servicer, the Special
Servicer, 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 Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant use commercially reasonable
efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant
to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or 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 the applicable Performance Certification (which shall
address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan)
on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by
such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided
pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification


 






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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 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


 






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include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on
Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by
the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage


 






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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 the obligations of the parties to this Agreement under Section 11.04, Section 11.05
and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice
to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its
Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as
required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section
11.09        Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall
(and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial
Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to
each other Additional Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year,
commencing in March 2017, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website), the Depositor and the 17g-5


 






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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 the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None
of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until
April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust
or the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer


 






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engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished 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 Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor,
Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish)
to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the
17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided by such
Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an
assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer
used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance
of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and
(D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto
as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and the Reporting Servicer.


 






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Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby
acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with
respect to such party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating
Advisor or Certificate Administrator has entered into a servicing relationship.


 


(c)           No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and
the Special Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of
each Additional Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect
to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor
and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an
updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to
Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating
Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special


 






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Servicer
shall (i) with respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional
Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing
agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement
or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)          
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control
Termination Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate
Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          
Any certificate, statement, report, assessment, attestation, notice and/or information furnished 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 Servicer, the Special Servicer, the Trustee (provided, however, that the
Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense,
shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to
Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination
Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such
report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer
has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted


 






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by
such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as
to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was
fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation
report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in
such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification
Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party and


 






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arising
out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article XI,
(ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the
Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such
obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor 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 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 Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor 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


 






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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 the
Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12.
If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response
and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party
shall use reasonable efforts to keep the Depositor 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. Each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in
each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the
foregoing by inclusion of 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 Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on
the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance


 






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statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and
the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special
Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function
Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such
party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall
survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13          
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant
to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the applicable 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).


 


Section
11.14          
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section
11.15         
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the


 






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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,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
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), the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific
aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information
pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations
under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required
by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification
agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that
are substantially similar to those delivered with respect to the offering material for this securitization by the Master Servicer
or the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB
Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect to
the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB 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 Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that
the applicable Mortgage Loan Seller (or permitted transferee)


 






     -411-


     

    

 


shall have (a) provided reasonable advance notice (and, in
any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable
agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred
by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required),
cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB
Companion Loan Securitization in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB
Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period set forth in
the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for
such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may
be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed by it with
respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D reports
in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be
deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such 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


 






     -412-


     

    

 


Securitization
files a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is
required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be
deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)           
On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion
Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such 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 Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(d).


 


(e)          
On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion
Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123
of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator under the such Regulation AB
Companion Loan Securitization, upon request or


 






     -413-


     

    

 


notice
from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance
statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself
and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be
provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may be,
no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be, is
required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)         
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other
Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer 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 Master Servicer 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


 






     -414-


     

    

 


seven
(7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial
statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the
financial statements of such “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the
net operating income of such “significant obligor” for the applicable period as reported by the related Mortgagor
in such financial statements.


 


If the Master Servicer
does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of
Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date
such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer 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.


 






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Section
11.16         
Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is
no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section
11.17          
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall
be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing
to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period
for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01          
Asset Review.


 


(a)          
On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or
the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate
Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred,
the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any
notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate
Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master
Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has
ceased to exist, and, if there is an occurrence of any of the events or


 






     -416-


     

    

 


circumstances
identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which
may be via email) in the form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special
Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote
to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset
Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the
Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder
and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this
sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described
in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review
Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 


(b)              
(i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below
for Non-Specially Serviced Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business
Days, provide the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with
the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, copies
of all Asset Status Reports and Final


 






     -417-


     

    

 


Asset
Status Reports related to each Delinquent Loan, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


 


(1)          an assignment
of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset
Review;


 


(2)          an assignment
of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence
of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          the
assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


 


(4)          all
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan
that is subject to an Asset Review;


 


(5)          an assignment
in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan
that is subject to an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)         
In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer
determines it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary
in connection with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later
than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business
Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such
missing document(s) to the extent in its possession. In the event any missing documents are not provided by the Master Servicer
or the Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer
shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required
under the related


 






     -418-


     

    

 


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.


 


(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 Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer
(with respect to Specially Serviced Loans) or from the related Mortgage Loan Seller within ten (10) Business Days following
the request by the Asset Representations


 






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Reviewer
to the Master Servicer, the 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 Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to all Mortgage 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 given to support the related Mortgage Loan Seller’s claim that the representation and warranty
has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be sent
by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.




(viii)        
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure
Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after
the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing
Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review
Report (an “Asset Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time
by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days,
upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage
Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether
any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable
Mortgage Loan Seller (or, in the case of Basis Real Estate Capital II, LLC, Basis Investment Group LLC, which, in each case, shall
be a responsibility of the Enforcing Servicer pursuant to Section 2.03(f) of this Agreement.


 


(ix)            
In addition, in the event that the Asset Representations Reviewer does not receive any information or documentation
that it requested from the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to


 






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Specially
Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete
its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report
solely based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and
the Asset Representations Reviewer shall have no responsibility to independently obtain any such information from any party to
this Agreement or otherwise.


 


(x)           
Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special
Servicer shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage
Loan. If the Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the
related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled
as “Privileged Information” received from any party to this Agreement or any Sponsor (including, without limitation,
in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders),
other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such


 






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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)          
The Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer
Upfront Fee”) on the Closing Date. 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 0.0008% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)          
Upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to the sum of: (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance less than $15,000,000; (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect
to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $15,000,000 but less than $30,000,000 or (iii) $25,000
plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal
to $30,000,000 (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 Master Servicer and the Special 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 determine whether to pursue (and, if it so determines, 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


 






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Mortgage
Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan Seller, and such portion
of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust, as the case may be,
for such fees pursuant to Section 12.02(b).


 


(d)          
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section
12.03          
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any
court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency
in connection with its resignation.


 


Section
12.04        
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of
its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and
such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such
Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its
personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05          
Termination of the Asset Representations Reviewer.


 


(a)          
An “Asset Representations Reviewer Termination Event” means any one of the following events whether
it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)           
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants
or agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
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


 






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(30) day
period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to effect such cure so
long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(ii)           any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the
Asset Review Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after
the date written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any
party to this Agreement;


 


(iii)          any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure
shall continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)           the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar 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


 






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Asset
Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations
Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection
with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          
Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights
(without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of holders of Certificates evidencing at least 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 evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor,


 






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the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable
to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and
appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search
for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or
willful misconduct in the performance of its obligations hereunder.


 


(d)          
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations
Reviewer, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the
Certificate Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating
Advisor, the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all
of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to
the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination).


 


[End of Article XII]


 


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


 






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Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced 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 





 





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securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25);


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)          
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third-party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment


 






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evidencing
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)           reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to
any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of
the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)          adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)          change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of
any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)           amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment hereto without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made
that changes any provision specifically required to be included in this Agreement


 






     -429-


     

    

 


by
any Intercreditor Agreement without, in each case, the consent of the related Companion Holder(s).


 


(d)           Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy
of the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who
shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Mortgagors, the Underwriters and the Rating Agencies.


 


(e)          
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)           
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this
Section 13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)           The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the
cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance
of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant
to Section 13.01(a) or (c) shall be payable out of the Collection Account.


 


(h)          
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with
respect to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant
to this Section 13.01, Certificates registered in the


 






     -430-


     

    

 


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.


 


(l)          
Notwithstanding any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would
adversely affect the Swap Counterparty under the Swap Contract without the consent of the Swap Counterparty. The party proposing
any amendment to this Agreement shall forward such proposed amendment to the Swap Counterparty. For the avoidance of doubt, any
exchange by a holder of a Class A-3FL Certificate of any portion of its Certificate Balance for an equal Certificate Balance of
Class A-3FX Certificates, will not be deemed an amendment of this Agreement.


 


Section
13.02          
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)          
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page
of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually
executed original counterpart of this Agreement.


 


(c)          
The Trustee shall make any filings required under the laws of the state of its place of business required solely
by virtue of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section
13.03          
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(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


 






     -431-


     

    

 


Trust,
or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall
any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


 


(c)          
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04          
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 






     -432-


     

    

 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05          
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


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


 






     -433-


     

    

 


In the case of the Master
Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C34 Asset Manager

Telecopy Number: (704) 715-0036



with 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 Special
Servicer:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, srivers@lnrproperty.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


or with respect solely to e-mail pursuant to Section
3.13(c) and Section 13.10 to inquiries@lnrproperty.com


 


In the case of the Directing
Certificateholder:


 


Prime Finance CMBS B-Piece Holdco I, L.P.

1330 Avenue of the Americas, Suite 2700

New York, New York 10019

Attention: Luke Dann

Facsimile number: (212) 320-0288


Email:    ldann@primefinance.com


 


with a copy to:


 


Prime Finance Administration 

1330 Avenue of the Americas, Suite 2700

New York, New York 10019

Attention: John W. Brayshaw 

Facsimile number: (212) 504-7927


Email:    jbrayshaw@primefinance.com


 






     -434-


     

    

 


In the case of the Trustee:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C34


 


with a copy to:


 


facsimile number: (302) 636-4140

CMBSTrustee@wilmingtontrust.com


 


In the case of the Certificate
Administrator:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2016-C34


 


with a copy to:


 


Email: cts.cmbs.bond.admin@wellsfargo.com


trustadministrationgroup@wellsfargo.com


 


In the case of the Custodian:


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: WFCM 2016-C34


 


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-C34,

Commercial Mortgage Pass-Through Certificates, Series 2016-C34



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:




 






     -435-


     

    

 


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.	Natixis Real Estate Capital LLC
 1251 Avenue of the Americas
 New York, New York 10020
 Attention: Real Estate Administration

                                                                Email:    USCIBSAFAssetManagementTeam@us.natixis.com










  


with a copy to:


    


Natixis North America LLC





Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020





Email: legal.notices@us.natixis.com
(for all legal notices)


  


		3.	Rialto Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch



 


		4.	Silverpeak Real Estate Finance LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte

Facsimile No.: (646) 560-1745



 


		5.	Basis Real Estate Capital II, LLC

75 Broad Street, Suite 1602

New York, New York 10004

Attention: Tammy K. Jones



 


with a copy to:


 






     -436-


     

    

 


Cadwalader, Wickersham & Taft
LLP

One World Financial Center

New York, New York 10281

Attention: Y. Jeffrey Rotblat


 


In the case of the Operating
Advisor or the Asset Representations Reviewer:


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer


 


with a copy sent via email to:

don.simon@pentalphasurveillance.com and


notices@pentalphasurveillance.com


 


with a copy to:


 


Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 


In the case of any mezzanine
lender:


 


The address set forth in the related Intercreditor
Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies
shall deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies
at the address listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case
may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably
requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense;
provided, 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


 






     -437-


     

    

 


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:


 


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

E-mail: info.cmbs@fitchratings.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section
13.06          
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07          
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a
loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing or
hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security
agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement
in all appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with
respect thereto, in each case in the six-month


 






     -438-


     

    

 


period
prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a
reasonable manner with the Certificate Administrator in the preparation and filing of such continuation statement. This Section 13.07
shall constitute notice to the Certificate Administrator and 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 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;


 






     -439-


     

    

 


(iii)         
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


 


(iv)        
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of
the related Mortgage Loan Purchase Agreement.


 


(b)          
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for
posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the
following of which it has actual knowledge:


 


(i)           
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          
any change in the location of the Collection Account;


 


(iii)         
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional
encumbrance described in Section 3.08;


 


(v)         
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties
for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater
than 5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         
any material damage to any Mortgaged Property;


 


(vii)        
any assumption with respect to a Mortgage Loan; 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, the Master Servicer and the Special Servicer, as applicable, shall furnish
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer


 






     -440-


     

    

 


and
the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting
to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special
Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer, as the
case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
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]


 






     -441-


     

    

 


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,

 Master Servicer
	 	 	 
	 	By:	/s/ Marcus Thomas
	 	 	Name:  Marcus Thomas
	 	 	Title: Director
	 	 	 
	 	LNR PARTNERS, LLC, 

Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title: 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
	 	 	 



 


WFCM 2016-C34 – Pooling and Servicing Agreement


 






    


     

    

 


	 	WILMINGTON TRUST, NATIONAL  

ASSOCIATION, 

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assitant Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, 

Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, 

Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC



 


WFCM 2016-C34
– Pooling and Servicing Agreement


 






    


     

    

 


 


 


 


 


	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK     	)


 


 


 


On
the 12 day
of May,
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, 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.


 


	 	/s/ Lillian Calcaterra
	 	Notary Public


 


 


	LILLIAN CALCATERRA
	NOTARY PUBLIC, State of New York
	No. 01CA4971671
	Qualified in Kings County
	Cert. Filed in New York County
	Commission Expires Sept. 10, 2018
	[SEAL]                   


 


My
commission expires:



9/10/2018


 


 


 


 


WFCM 2016-C34 - Pooling
and Servicing Agreement



    	 



    	 



     


 


	STATE OF NORTH CAROLINA	)
	 	)     ss.:
	COUNTY OF MECKLENBURG     	)


 


 


 


On
the 12 day
of May,
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,
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.


 


	 	/s/ Erica L. Smith 
	 	Notary Public


 


	ERICA L. SMITH
	NOTARY PUBLIC
	Gaston County
	North Carolina
	My commission Expires 7/15/2017
	[SEAL]                        


 


 


 


My
commission expires:


 


 


______________________________________ 


 


 


 


 


WFCM
2016-C34 - Pooling and Servicing Agreement



    	 



    	 



     


	STATE OF 	)
	 	)     ss.:
	COUNTY OF                        	)


 


On
the 13th day
of May,
2016, before
me, a notary
public in and
for said
State, personally
appeared Jerry
Hirschkorn known
to me to
be a Vice
President of LNR Partners, LLC,
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.


 


	 	/s/ Desmond McWeeney 
	 	Notary Public


 


 


[SEAL]


 


My
commission expires:


 


9/28/2019                              


 


 


	DESMOND MCWEENEY
	NOTARY PUBLIC- STATE OF NEW YORK
	No. 01MC6330849
	Qualified in Nassau County
	My Commission Expires September 28, 2019


 


 


WFCM 2016-C34 - Pooling
and Servicing Agreement



    	 



    	 



     


	STATE OF MARYLAND 	)
	 	)     ss.:
	COUNTY OF HOWARD         	)


 


 


On
the 17 day
of May,
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,
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.


 


	 	/s/ Colin A. Castro 
	 	Notary Public


 


 


[SEAL]


 


My
commission expires:


 


 


__________________________________________


 


	COLIN A. CASTRO 
	NOTARY PUBLIC 
	FREDERICK COUNTY, MD
	MY COMMISSION EXPIRES MARCH 24, 2019


 


 


WFCM 2016-C34 - Pooling and Servicing Agreement



    	 



    	 



     


	STATE OF DELAWARE 	)
	 	)     ss.:
	COUNTY OF NEW CASTLE          	)


 


On
the 13th day
of May,
2016, before
me, a notary
public in and
for said
State, personally
appeared Beverly
D. Capers
known to me to
be an
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 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.


 


	 	/s/ Patrick A. Kanar 
	 	Notary Public


 


	PATRICK A. KANAR 
	NOTARY PUBLIC 
	STATE OF DELAWARE
	MY COMMISSION EXPIRES JAN. 19, 2018 
	[SEAL]


 


 


 


My
commission expires:


 


_______________________________________ 


 


 


 


WFCM
2016-C34 - Pooling and Servicing Agreement



    	 



    	 



     


	STATE OF CONNECTICUT 	)
	 	)     ss.:
	COUNTY OF FAIRFIELD          	)


 


 


On
the 16th day of
MAY, 2016, before
me, a notary
public in and
for said State,
personally appeared
JAMES CALLAHAN
known to
me to be
an EXECUTIVE
of PENTALPHA SURVEILLANCE,
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.


 


	 	/s/ Melonie S. Williams 
	 	Notary Public


 


[SEAL]


 


My
commission expires:


 


7/3/2019                                                           


 


 


	MELONIE S. WILLIAMS
	Notary Public 
	Connecticut
	My Commission Expires July 31, 2019


 


 


 


 


WFCM 2016-C34 - Pooling and Servicing Agreement



    	 	 	 



     







 


 










 


EXHIBIT A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C34, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, X-B, 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, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, [THE UNDERWRITERS,] [THE INITIAL PURCHASERS,]
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR CLASS A-3FL CERTIFICATES:
THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED UPON LIBOR AND THEREFORE IS SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN
THE RATE OF LIBOR. IN ADDITION, THE PASS-THROUGH RATE ON THIS CLASS A-3FL CERTIFICATE MAY CONVERT TO A FIXED PER ANNUM RATE UNDER
CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, X-B, 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


 





 



 

		3	Book-Entry Certificate legend.



 



     A-1-2


     

    

 


SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASS E, CLASS F, CLASS G AND CLASS
H CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES
AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
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 OTHER THAN CLASS A-3FL AND
A-3FX CERTIFICATES: THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”).]


 


[FOR CLASS A-3FX CERTIFICATES: This
Certificate represents a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal
Revenue Code of 1986, as amended, which portion consists of a percentage interest in the Class A-3FX Regular Interest, A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE


 



     A-1-3


     

    

 


DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860d OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) and the CLASS A-3FX SUB-ACCOUNT.]


 


[FOR CLASS A-3FL CERTIFICATES: This
Certificate represents a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal
Revenue Code of 1986, as amended, which portion consists of a percentage interest in the Class A-3FX Regular Interest, A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860d OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), the related CLASS a-3FL Swap Contract and the CLASS A-3FL SUB-ACCOUNT.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B][CLASS X-E] [CLASS X-FG][CLASS X-H] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB AND CLASS A-S CERTIFICATES AND THE CLASS A-3FX REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 






     A-1-4


     

    

 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE 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-FG CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS F
AND CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-H CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-E][X-FG][X-H] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H): THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-E, CLASS X-FG, CLASS X-H[, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E, CLASS F AND CLASS G] CERTIFICATES AND THE CLASS A-3FX REGULAR INTEREST AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-1-5


     

    

 


	
        PASS-THROUGH RATE: [____]% per annum] [FOR CLASS X-A,
        X-B, X-E, X-FG, X-H, C AND D: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT] [FOR CLASS A-3FL: LIBOR PLUS 1.0400%
        per annum]

         

        INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[           ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 24, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE [CERTIFICATE BALANCE][NOTIONAL
        AMOUNT] OF THE CLASS [__] CERTIFICATES
         AS OF THE CLOSING DATE: $[_________]

         
	 	
        MASTER SERVICER:


        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:


        LNR PARTNERS, LLC

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
REVIEWER:

        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        [BOOK-ENTRY CERTIFICATES: 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 May 1, 2016
(the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES
(other than Class A-3FL and A-3FX): This Certificate represents a “regular interest” in a “real estate mortgage
investment conduit”, as those


 



     A-1-7


     

    

 


terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code
of 1986, as amended (the “Code”).][FOR CLASS A-3FL AND A-3FX CERTIFICATES: This Certificate represents a beneficial
interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended
(the “Code”), which portion consists of a percentage interest in the Class A-3FX Regular Interest, a “regular
interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Code [FOR CLASS A-3FL CERTIFICATES: , the related Class A-3FL Swap Contract] and the Class [A-3FL][A-3FX]
Sub-Account.] Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the
treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-3, A-4, A-3FL, A-3FX, A-SB, A-S, B, C, D, E, F, G and H: principal and] interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-4, A-3FL, A-3FX, 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-3FL, A-3FX, A-SB, A-S, B, C, D, E, F, G and H: Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the


 



     A-1-8


     

    

 


benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an


 



     A-1-9


     

    

 


assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, A-2, A-3, A-4, A-3FL, A-3FX, A-SB, A-S AND B CERTIFICATES: 10,000][FOR CLASS D,
E, F, G AND H CERTIFICATES: 100,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of
$1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of the foregoing,
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of the
foregoing, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the
Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related


 



     A-1-10


     

    

 


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 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 their then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


 


(vii)   
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the


 



     A-1-11


     

    

 


interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation 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 their 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


 



     A-1-12


     

    

 


Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement).


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to this Agreement may be made that changes any provision specifically required to be included in this Agreement by any Intercreditor
Agreement without, in each case, the consent of the related Companion Holder(s).


 






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The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E and Class F Certificates and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class
A-3FX Certificates) are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class 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:	May 24, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 


 



     A-1-15


     

    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	     Custodian (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please insert Social Security or other
identifying number of Assignee)


 


 



(Please print or typewrite name and address
of assignee)


 


 



 


the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


 


	Dated:  _______________	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






     A-1-16


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to ____________________________ for the account of _____________________
account number ____________ or, if mailed by check, to ________________________________. Statements should be mailed
to ________________________________________________. This information is provided by assignee named above, or ____________________,
as its agent.


 



     A-1-17


     

    

 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C34, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR


 



     A-2-1


     

    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (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


 



     A-2-2


     

    

 


(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 






     A-2-3


     

    

 


	 	 	 	 	 
	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 24, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]
	 	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
REVIEWER:

        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        CERTIFICATE NO.: R-____




 






     A-2-4


     

    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by


 



     A-2-5


     

    

 


acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.
By their acceptance of the Class R Certificates, (i) the Holders of the Class R Certificates 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 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 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the


 



     A-2-6


     

    

 


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.


 


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


 



     A-2-7


     

    

 


Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions
of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a
Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of the foregoing,
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of the
foregoing, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)     
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or


 



     A-2-8


     

    

 


supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO
Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day
prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the
interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)     
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced 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 their 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


 



     A-2-9


     

    

 


agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation 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 their 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


 



     A-2-10


     

    

 


Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement).


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate


 



     A-2-11


     

    

 


Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to this Agreement may be made that changes any provision specifically required to be included in this Agreement by any Intercreditor
Agreement without, in each case, the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates
and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates) are no longer outstanding (and
provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other
than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Certificates (other than the Class 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


 



     A-2-12


     

    

 


Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-2-13


     

    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY








 


		Dated:	May 24, 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	-	as tenants by the entireties	     Custodian (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)


 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ___________________________


 


 



(Please insert Social Security or other
identifying number of Assignee)


 


 



(Please print or typewrite name and address
of assignee)


 


 



 


the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


 


	Dated:  _______________	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 	 
	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






     A-2-15


     

    

 


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


 


[RESERVED]


 






     A-3-1


     

    


     




 





 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    	B-1



    	 



    






	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	County	 	General Property Type	 	Number of Units	 	Unit of Measure	 	Original Principal Balance ($)	 	Cut-off Date Principal Balance ($)
	1	 	Natixis	 	Regent Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Various	 	352,001	 	Sq. Ft.	 	70,000,000.00	 	70,000,000.00
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	103-105 South Bedford Road	 	Mount Kisco	 	NY	 	10549	 	Westchester	 	Office	 	71,915	 	Sq. Ft.	 	11,488,334.21	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	631 Grand Street	 	Jersey City	 	NJ	 	7304	 	Hudson	 	Office	 	30,954	 	Sq. Ft.	 	8,334,674.32	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	85 Harristown Road	 	Glen Rock	 	NJ	 	7452	 	Bergen	 	Office	 	43,914	 	Sq. Ft.	 	8,222,043.17	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	234 Hamburg Turnpike	 	Wayne	 	NJ	 	7470	 	Passaic	 	Office	 	31,233	 	Sq. Ft.	 	7,827,836.07	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	630 Broad Street	 	Carlstadt	 	NJ	 	7072	 	Bergen	 	Office	 	25,251	 	Sq. Ft.	 	6,588,897.27	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	555 Kinderkamack Road	 	Oradell	 	NJ	 	7649	 	Bergen	 	Office	 	29,411	 	Sq. Ft.	 	6,025,744.59	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	215 Easton Avenue	 	New Brunswick	 	NJ	 	8901	 	Middlesex	 	Office	 	12,660	 	Sq. Ft.	 	4,674,175.41	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	556 Eagle Rock Avenue	 	Roseland	 	NJ	 	7068	 	Essex	 	Office	 	42,150	 	Sq. Ft.	 	4,279,968.31	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	14-01 Broadway	 	Fair Lawn	 	NJ	 	7410	 	Bergen	 	Office	 	15,000	 	Sq. Ft.	 	3,660,498.91	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	14601 Southwest 29th Street	 	Miramar	 	FL	 	33027	 	Broward	 	Office	 	15,890	 	Sq. Ft.	 	3,660,498.89	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	15-01 Broadway	 	Fair Lawn	 	NJ	 	7410	 	Bergen	 	Office	 	11,373	 	Sq. Ft.	 	2,477,876.07	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	20 Woodridge Avenue	 	Hackensack	 	NJ	 	7601	 	Bergen	 	Office	 	6,000	 	Sq. Ft.	 	1,689,461.09	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	403-405 West Pleasant View Avenue	 	Hackensack	 	NJ	 	7601	 	Bergen	 	Industrial	 	16,250	 	Sq. Ft.	 	1,069,991.69	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	Various	 	Rockville	 	MD	 	20852	 	Montgomery	 	Various	 	232,201	 	Sq. Ft.	 	58,750,000.00	 	58,750,000.00
	2.01	 	Natixis	 	Congressional North Shopping Center	 	1471-1531 Rockville Pike	 	Rockville	 	MD	 	20852	 	Montgomery	 	Retail	 	179,925	 	Sq. Ft.	 	51,720,636.66	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	121 Congressional Lane	 	Rockville	 	MD	 	20852	 	Montgomery	 	Mixed Use	 	52,276	 	Sq. Ft.	 	7,029,363.34	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	4200 City Avenue	 	Philadelphia	 	PA	 	19131	 	Philadelphia	 	Hospitality	 	331	 	Rooms	 	45,000,000.00	 	44,779,867.63
	4	 	RMF	 	Shelby Town Center	 	14105-14367 Hall Road	 	Shelby Township	 	MI	 	48315	 	Macomb	 	Retail	 	238,229	 	Sq. Ft.	 	30,000,000.00	 	30,000,000.00
	5	 	Natixis	 	Marriott Monterey	 	350 Calle Principal	 	Monterey	 	CA	 	93940	 	Monterey	 	Hospitality	 	341	 	Rooms	 	30,000,000.00	 	29,967,470.99
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	Various	 	Horsham	 	PA	 	19044	 	Montgomery	 	Various	 	246,790	 	Sq. Ft.	 	28,000,000.00	 	28,000,000.00
	6.01	 	SPREF	 	425 Privet Road	 	425 Privet Road	 	Horsham	 	PA	 	19044	 	Montgomery	 	Office	 	120,290	 	Sq. Ft.	 	18,583,120.00	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	200 Precision Drive	 	Horsham	 	PA	 	19044	 	Montgomery	 	Industrial	 	126,500	 	Sq. Ft.	 	9,416,880.00	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	40020, 40032 & 40080 Highway 49	 	Oakhurst	 	CA	 	93644	 	Madera	 	Mixed Use	 	332,759	 	Sq. Ft.	 	24,500,000.00	 	24,314,369.53
	8	 	SPREF	 	Nolitan Hotel	 	30 Kenmare Street	 	New York	 	NY	 	10012	 	New York	 	Hospitality	 	57	 	Rooms	 	24,000,000.00	 	24,000,000.00
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	Various	 	Various	 	ME	 	Various	 	Various	 	Self Storage	 	259,420	 	Sq. Ft.	 	22,380,000.00	 	22,380,000.00
	9.01	 	RMF	 	Wells	 	642 Sanford Road	 	Wells	 	ME	 	4090	 	York	 	Self Storage	 	71,245	 	Sq. Ft.	 	7,280,000.00	 	 
	9.02	 	RMF	 	Sanford	 	1397 Main Street	 	Sanford	 	ME	 	4073	 	York	 	Self Storage	 	71,125	 	Sq. Ft.	 	5,800,000.00	 	 
	9.03	 	RMF	 	Auburn	 	905 Washington Street North	 	Auburn	 	ME	 	4210	 	Androscoggin	 	Self Storage	 	59,375	 	Sq. Ft.	 	4,700,000.00	 	 
	9.04	 	RMF	 	Ogunquit	 	1950 US Route One	 	York	 	ME	 	3902	 	York	 	Self Storage	 	57,675	 	Sq. Ft.	 	4,600,000.00	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	1100 & 1250 North Alafaya Trail	 	Orlando	 	FL	 	32828	 	Orange	 	Retail	 	120,639	 	Sq. Ft.	 	20,950,000.00	 	20,950,000.00
	11	 	RMF	 	Embassy Plaza	 	3800-3986 West Ina Road	 	Tucson	 	AZ	 	85741	 	Pima	 	Retail	 	113,384	 	Sq. Ft.	 	17,500,000.00	 	17,500,000.00
	12	 	WFB	 	Manchester Parkade	 	346-422 Middle Turnpike West & 290-308 Broad Street	 	Manchester	 	CT	 	6040	 	Hartford	 	Mixed Use	 	264,893	 	Sq. Ft.	 	16,500,000.00	 	16,439,932.03
	13	 	Natixis	 	Matrix Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Various	 	35,815	 	Sq. Ft.	 	16,370,000.00	 	16,370,000.00
	13.01	 	Natixis	 	509 7th Street NW	 	509 7th Street Northwest	 	Washington	 	DC	 	20004	 	District of Columbia	 	Mixed Use	 	21,190	 	Sq. Ft.	 	10,149,400.00	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	110 Carroll Street, Northwest	 	Washington	 	DC	 	20012	 	District of Columbia	 	Retail	 	10,125	 	Sq. Ft.	 	4,419,900.00	 	 
	13.03	 	Natixis	 	701 King Street	 	701 King Street	 	Alexandria	 	VA	 	22314	 	Alexandria	 	Retail	 	4,500	 	Sq. Ft.	 	1,800,700.00	 	 
	14	 	WFB	 	Tempe Square	 	6404-6454 South McClintock Drive & 1701-1715 East Guadalupe Road	 	Tempe	 	AZ	 	85283	 	Maricopa	 	Retail	 	113,693	 	Sq. Ft.	 	15,625,000.00	 	15,625,000.00
	15	 	RMF	 	Perrysburg Market Center	 	10005-10085 Fremont Pike	 	Perrysburg	 	OH	 	43551	 	Wood	 	Retail	 	144,976	 	Sq. Ft.	 	14,800,000.00	 	14,800,000.00
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	16321 Pacific Coast Highway	 	Pacific Palisades	 	CA	 	90272	 	Los Angeles	 	Manufactured Housing Community	 	158	 	Pads	 	12,900,000.00	 	12,900,000.00
	17	 	WFB	 	Sonora Plaza I	 	708, 716, 722-740, 750, 760, 764, 796, 808 & 824 East Mono Way	 	Sonora	 	CA	 	95370	 	Tuolumne	 	Retail	 	136,131	 	Sq. Ft.	 	12,700,000.00	 	12,700,000.00
	18	 	WFB	 	Ward’s Crossing	 	4024B & 4026D-4040 Wards Road	 	Lynchburg	 	VA	 	24502	 	Campbell	 	Retail	 	80,937	 	Sq. Ft.	 	12,100,000.00	 	12,100,000.00
	19	 	SPREF	 	Coral Cove Apartments	 	1751 Four Mile Cove Parkway	 	Cape Coral	 	FL	 	33990	 	Lee	 	Multifamily	 	196	 	Units	 	11,200,000.00	 	11,200,000.00
	20	 	SPREF	 	Quail Valley Apartments	 	1800 FM 1092 Road	 	Missouri City	 	TX	 	77459	 	Fort Bend	 	Multifamily	 	176	 	Units	 	11,100,000.00	 	11,100,000.00
	21	 	Natixis	 	Securlock Colony	 	4316 Main Street	 	The Colony	 	TX	 	75056	 	Denton	 	Self Storage	 	121,607	 	Sq. Ft.	 	9,930,000.00	 	9,908,633.53
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	1021 Hopper Avenue	 	Santa Rosa	 	CA	 	95403	 	Sonoma	 	Self Storage	 	78,525	 	Sq. Ft.	 	9,850,000.00	 	9,801,254.98
	23	 	SPREF	 	Overbrook Plaza	 	5610 Lancaster Avenue	 	Philadelphia	 	PA	 	19131	 	Philadelphia	 	Retail	 	69,521	 	Sq. Ft.	 	9,400,000.00	 	9,400,000.00
	24	 	SPREF	 	Cypress Medical Plaza	 	20320 Northwest Freeway	 	Cypress	 	TX	 	77065	 	Harris	 	Office	 	46,380	 	Sq. Ft.	 	9,100,000.00	 	9,100,000.00
	25	 	WFB	 	Home 2 Suites Union Square	 	50 Van Gordon Street	 	Lakewood	 	CO	 	80228	 	Jefferson	 	Hospitality	 	107	 	Rooms	 	9,000,000.00	 	8,979,582.25
	26	 	WFB	 	Farley Self Storage	 	17443-17447 Farley Road West	 	Los Gatos	 	CA	 	95030	 	Santa Clara	 	Self Storage	 	37,152	 	Sq. Ft.	 	8,700,000.00	 	8,700,000.00
	27	 	WFB	 	970 Park Center	 	970 Park Center Drive	 	Vista	 	CA	 	92081	 	San Diego	 	Industrial	 	76,988	 	Sq. Ft.	 	6,900,000.00	 	6,900,000.00
	28	 	SPREF	 	Dixie Center	 	30318 Old Dixie Highway	 	Homestead	 	FL	 	33030	 	Miami-Dade	 	Retail	 	102,415	 	Sq. Ft.	 	6,750,000.00	 	6,750,000.00
	29	 	RMF	 	Dodge Park Plaza	 	35170 Dodge Park Road; 11743 15 Mile Road	 	Sterling Heights	 	MI	 	48034	 	Macomb	 	Retail	 	101,080	 	Sq. Ft.	 	6,500,000.00	 	6,500,000.00
	30	 	WFB	 	Marketplace at Signal Butte	 	10623-10745 East Apache Trail 	 	Apache Junction	 	AZ	 	85120	 	Maricopa	 	Retail	 	116,358	 	Sq. Ft.	 	6,300,000.00	 	6,300,000.00
	31	 	Natixis	 	NSC Portfolio	 	Various	 	Ocala	 	FL	 	Various	 	Marion	 	Self Storage	 	196,910	 	Sq. Ft.	 	6,000,000.00	 	6,000,000.00
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	6741 West Highway 40	 	Ocala	 	FL	 	34482	 	Marion	 	Self Storage	 	63,810	 	Sq. Ft.	 	1,675,000.00	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	9275 South U.S. Highway 441	 	Ocala	 	FL	 	34480	 	Marion	 	Self Storage	 	47,000	 	Sq. Ft.	 	1,650,000.00	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	188 Southeast County Highway 484	 	Ocala	 	FL	 	34480	 	Marion	 	Self Storage	 	35,220	 	Sq. Ft.	 	975,000.00	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	2520 Northeast Jacksonville Road	 	Ocala	 	FL	 	34470	 	Marion	 	Self Storage	 	24,680	 	Sq. Ft.	 	875,000.00	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	6785 Southwest Highway 200	 	Ocala	 	FL	 	34476	 	Marion	 	Self Storage	 	26,200	 	Sq. Ft.	 	825,000.00	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	1550 Ressel Avenue	 	Anchorage	 	AK	 	99518	 	Municipality of Anchorage	 	Industrial	 	30,547	 	Sq. Ft.	 	6,000,000.00	 	6,000,000.00
	33	 	Natixis	 	Casa Morada	 	136 Madeira Road	 	Islamorada	 	FL	 	33036	 	Monroe	 	Hospitality	 	16	 	Rooms	 	5,600,000.00	 	5,595,073.70
	34	 	RMF	 	Bit O Heaven MHC	 	1051 West Business Highway 83	 	Donna	 	TX	 	78537	 	Hidalgo	 	Manufactured Housing Community	 	759	 	Pads	 	5,437,500.00	 	5,437,500.00
	35	 	WFB	 	Sunnyoaks Industrial	 	180 – 186 East Sunnyoaks Avenue	 	Campbell	 	CA	 	95008	 	Santa Clara	 	Industrial	 	49,729	 	Sq. Ft.	 	5,330,000.00	 	5,321,063.04
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	Various	 	Various	 	VA	 	Various	 	Various	 	Retail	 	53,954	 	Sq. Ft.	 	5,150,000.00	 	5,150,000.00
	36.01	 	RMF	 	Norton Commons	 	601-655 Commonwealth Drive	 	Norton	 	VA	 	24273	 	Wise	 	Retail	 	26,400	 	Sq. Ft.	 	2,795,700.00	 	 
	36.02	 	RMF	 	Colonial Plaza	 	785-1082 Regional Park Road	 	Lebanon	 	VA	 	24266	 	Russell	 	Retail	 	27,554	 	Sq. Ft.	 	2,354,300.00	 	 
	37	 	Basis	 	Wayne Place Apartments	 	128-146 Wayne Place Southeast & 166-168 Mississippi Avenue Southeast	 	Washington	 	DC	 	20032	 	District of Columbia	 	Multifamily	 	57	 	Units	 	4,850,000.00	 	4,844,741.14
	38	 	RMF	 	Plantation Self Storage	 	810 Sparkleberry Lane	 	Columbia	 	SC	 	29229	 	Richland	 	Self Storage	 	61,950	 	Sq. Ft.	 	4,830,000.00	 	4,830,000.00
	39	 	WFB	 	Northwood Hills Apartments	 	13934, 13956, 14010, & 14030 Peyton Drive	 	Dallas	 	TX	 	75240	 	Dallas	 	Multifamily	 	192	 	Units	 	4,800,000.00	 	4,784,742.63
	40	 	WFB	 	Victorville Self Storage	 	12276 Cobalt Road	 	Victorville	 	CA	 	92392	 	San Bernardino	 	Self Storage	 	87,141	 	Sq. Ft.	 	4,500,000.00	 	4,500,000.00
	41	 	RMF	 	Corners Shopping Center	 	48865 Hayes Road	 	Shelby Township	 	MI	 	48315	 	Macomb	 	Retail	 	56,287	 	Sq. Ft.	 	4,500,000.00	 	4,495,301.72
	42	 	WFB	 	Spring Mountain Plaza	 	6000 Spring Mountain Road	 	Las Vegas	 	NV	 	89146	 	Clark	 	Retail	 	24,775	 	Sq. Ft.	 	4,324,000.00	 	4,314,848.89
	43	 	RMF	 	Walgreens - Kinston	 	2201 North Herritage Street	 	Kinston	 	NC	 	28501	 	Lenoir	 	Retail	 	14,820	 	Sq. Ft.	 	3,835,000.00	 	3,835,000.00
	44	 	WFB	 	Ingram Heights Shopping Center	 	5841 NW Loop 410	 	San Antonio	 	TX	 	78238	 	Bexar	 	Retail	 	17,269	 	Sq. Ft.	 	3,781,000.00	 	3,781,000.00
	45	 	RMF	 	221 Glen Street Apartments	 	211 Glen Street	 	Glen Falls	 	NY	 	12801	 	Warren	 	Mixed Use	 	38,857	 	Sq. Ft.	 	3,700,000.00	 	3,700,000.00
	46	 	RMF	 	Walgreens - Liberty	 	6330 Cincinnati Dayton Road	 	Liberty Township	 	OH	 	45044	 	Butler	 	Retail	 	14,490	 	Sq. Ft.	 	3,650,000.00	 	3,650,000.00
	47	 	SPREF	 	PetSmart - Killeen	 	2500-D East Central Texas Expressway	 	Killeen	 	TX	 	76543	 	Bell	 	Retail	 	26,040	 	Sq. Ft.	 	3,500,000.00	 	3,487,089.39
	48	 	Natixis	 	Shoppes of Waterville Commons	 	2-18 Waterville Commons Drive	 	Waterville	 	ME	 	4901	 	Kennebec	 	Retail	 	20,131	 	Sq. Ft.	 	3,415,000.00	 	3,410,820.26
	49	 	WFB	 	Shoppes at Camelot	 	4446 Washington Road	 	Evans	 	GA	 	30809	 	Columbia	 	Retail	 	26,121	 	Sq. Ft.	 	3,300,000.00	 	3,283,054.26
	50	 	WFB	 	Sunrise Lake Village II	 	9517 West Broadway Street	 	Pearland	 	TX	 	77584	 	Brazoria	 	Retail	 	13,304	 	Sq. Ft.	 	3,077,000.00	 	3,077,000.00
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	9327 San Fernando Road	 	Sun Valley	 	CA	 	91352	 	Los Angeles	 	Self Storage	 	27,766	 	Sq. Ft.	 	3,000,000.00	 	2,993,404.38
	52	 	WFB	 	University Self Storage	 	688 University Avenue	 	Los Gatos	 	CA	 	95032	 	Santa Clara	 	Self Storage	 	12,112	 	Sq. Ft.	 	2,900,000.00	 	2,900,000.00
	53	 	WFB	 	Maple Place Shopping Center	 	31146-31202 Novi Road & 42151-42181 14 Mile Road	 	Novi	 	MI	 	48377	 	Oakland	 	Retail	 	32,768	 	Sq. Ft.	 	2,850,000.00	 	2,845,320.42
	54	 	WFB	 	Parkway Pavillion	 	2088 Lowes Drive	 	Clarksville	 	TN	 	37040	 	Montgomery	 	Retail	 	20,600	 	Sq. Ft.	 	2,700,000.00	 	2,700,000.00
	55	 	WFB	 	Cornelia Walmart Center - GA	 	282 Furniture Drive 	 	Cornelia	 	GA	 	30531	 	Habersham	 	Retail	 	21,800	 	Sq. Ft.	 	2,700,000.00	 	2,694,063.95
	56	 	WFB	 	Shoppes at First Colony	 	1930 Highway 6	 	Sugar Land	 	TX	 	77478	 	Fort Bend	 	Retail	 	7,932	 	Sq. Ft.	 	2,650,000.00	 	2,650,000.00
	57	 	RMF	 	Abilene South Self Storage	 	2001 South 41st Street	 	Abilene	 	TX	 	79602	 	Taylor	 	Self Storage	 	57,639	 	Sq. Ft.	 	2,300,000.00	 	2,296,126.22
	58	 	WFB	 	Windswept Plaza	 	2307-2345 Highway 35 North	 	Rockport	 	TX	 	78382	 	Aransas	 	Retail	 	12,600	 	Sq. Ft.	 	2,300,000.00	 	2,288,466.26
	59	 	Basis	 	Heritage I Apartments	 	27662 Nicolle Drive	 	Harrison Township	 	MI	 	48045	 	Macomb	 	Multifamily	 	84	 	Units	 	2,200,000.00	 	2,195,363.83
	60	 	RMF	 	CVS Akron	 	780 Brittain Road	 	Akron	 	OH	 	44305	 	Summit	 	Retail	 	10,125	 	Sq. Ft.	 	1,695,000.00	 	1,692,820.14
	61	 	Basis	 	Slate Run II Apartments	 	2096 Burgoyne Court	 	Columbus	 	OH	 	43220	 	Franklin	 	Multifamily	 	64	 	Units	 	1,690,000.00	 	1,686,438.58
	62	 	WFB	 	Plaza Center I & II	 	19029 & 19039 East Plaza Drive	 	Parker	 	CO	 	80134	 	Douglas	 	Office	 	21,747	 	Sq. Ft.	 	1,600,000.00	 	1,600,000.00
	63	 	WFB	 	Hearthstone Shopping Center	 	14600 FM 529 Road	 	Houston	 	TX	 	77095	 	Harris	 	Retail	 	13,150	 	Sq. Ft.	 	1,600,000.00	 	1,600,000.00
	64	 	WFB	 	Action Self Storage	 	7007 South Lake Houston Parkway	 	Houston	 	TX	 	77049	 	Harris	 	Self Storage	 	52,050	 	Sq. Ft.	 	1,500,000.00	 	1,500,000.00
	65	 	WFB	 	Cox Creek Retail	 	401-409 Cox Creek Parkway	 	Florence	 	AL	 	35630	 	Lauderdale 	 	Retail	 	6,930	 	Sq. Ft.	 	1,493,000.00	 	1,489,792.94
	66	 	WFB	 	Security Public Storage - Riverbank	 	6119 Oakdale Road	 	Riverbank	 	CA	 	95367	 	Stanislaus	 	Self Storage	 	49,400	 	Sq. Ft.	 	1,350,000.00	 	1,348,483.01
	67	 	RMF	 	Trotwood	 	4753 Salem Avenue	 	Trotwood	 	OH	 	45416	 	Montgomery	 	Self Storage	 	50,804	 	Sq. Ft.	 	1,335,000.00	 	1,332,751.52
	68	 	WFB	 	Sandoval Self Storage	 	602 Shiloh Drive	 	Laredo	 	TX	 	78045	 	Webb	 	Self Storage	 	23,091	 	Sq. Ft.	 	1,265,000.00	 	1,261,123.03


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Loan Amortization Type	 	Monthly P&I Payment ($)	 	Interest Accrual Basis	 	Mortgage Rate	 	Administrative Cost Rate	 	Net Mortgage Rate	 	Due Date	 	Stated Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date	 	Revised Rate	 
	1	 	Natixis	 	Regent Portfolio	 	Interest-only, Amortizing Balloon	 	384,939.96 	 	Actual/360	 	5.213000%	 	0.018300%	 	5.194700%	 	5	 	5/5/2021	 	NAP	 	NAP	 
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	Interest-only, Balloon	 	216,869.78 	 	Actual/360	 	4.369000%	 	0.018300%	 	4.350700%	 	5	 	2/5/2026	 	NAP	 	NAP	 
	2.01	 	Natixis	 	Congressional North Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	Amortizing Balloon	 	235,827.48 	 	Actual/360	 	4.790000%	 	0.035800%	 	4.754200%	 	11	 	1/11/2026	 	NAP	 	NAP	 
	4	 	RMF	 	Shelby Town Center	 	Interest-only, Amortizing Balloon	 	160,496.89 	 	Actual/360	 	4.970000%	 	0.045800%	 	4.924200%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	5	 	Natixis	 	Marriott Monterey	 	Amortizing Balloon	 	171,279.01 	 	Actual/360	 	5.550000%	 	0.014900%	 	5.535100%	 	5	 	4/5/2026	 	NAP	 	NAP	 
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	Interest-only, Amortizing Balloon	 	146,061.25 	 	Actual/360	 	4.750000%	 	0.038300%	 	4.711700%	 	6	 	11/6/2025	 	NAP	 	NAP	 
	6.01	 	SPREF	 	425 Privet Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	Amortizing Balloon	 	157,790.07 	 	Actual/360	 	4.710000%	 	0.018300%	 	4.691700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	8	 	SPREF	 	Nolitan Hotel	 	Amortizing Balloon	 	133,273.12 	 	Actual/360	 	5.300000%	 	0.018300%	 	5.281700%	 	6	 	5/6/2026	 	NAP	 	NAP	 
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	Interest-only, Amortizing Balloon	 	123,583.19 	 	Actual/360	 	5.250000%	 	0.018300%	 	5.231700%	 	6	 	3/6/2021	 	NAP	 	NAP	 
	9.01	 	RMF	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	RMF	 	Sanford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	RMF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	RMF	 	Ogunquit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	Interest-only, Amortizing Balloon	 	116,336.32 	 	Actual/360	 	5.300000%	 	0.018300%	 	5.281700%	 	1	 	03/01/2026	 	NAP	 	NAP	 
	11	 	RMF	 	Embassy Plaza	 	Interest-only, Amortizing Balloon	 	91,922.25 	 	Actual/360	 	4.810000%	 	0.018300%	 	4.791700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	12	 	WFB	 	Manchester Parkade	 	Amortizing Balloon	 	88,273.29 	 	Actual/360	 	4.970000%	 	0.018300%	 	4.951700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	13	 	Natixis	 	Matrix Portfolio	 	Interest-only, Amortizing Balloon	 	90,497.16 	 	Actual/360	 	5.260000%	 	0.018300%	 	5.241700%	 	5	 	4/5/2026	 	NAP	 	NAP	 
	13.01	 	Natixis	 	509 7th Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	701 King Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Tempe Square	 	Interest-only, Amortizing Balloon	 	79,727.59 	 	Actual/360	 	4.560000%	 	0.018300%	 	4.541700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	15	 	RMF	 	Perrysburg Market Center	 	Amortizing Balloon	 	83,569.07 	 	Actual/360	 	5.450000%	 	0.018300%	 	5.431700%	 	6	 	5/6/2026	 	NAP	 	NAP	 
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	Interest-only, Amortizing Balloon	 	67,915.95 	 	Actual/360	 	4.830000%	 	0.018300%	 	4.811700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	17	 	WFB	 	Sonora Plaza I	 	Interest-only, Amortizing Balloon	 	66,709.29 	 	Actual/360	 	4.810000%	 	0.018300%	 	4.791700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	18	 	WFB	 	Ward’s Crossing	 	Interest-only, Amortizing Balloon	 	63,704.11 	 	Actual/360	 	4.830000%	 	0.018300%	 	4.811700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	19	 	SPREF	 	Coral Cove Apartments	 	Interest-only, Amortizing Balloon	 	61,846.81 	 	Actual/360	 	5.250000%	 	0.018300%	 	5.231700%	 	6	 	2/6/2026	 	NAP	 	NAP	 
	20	 	SPREF	 	Quail Valley Apartments	 	Interest-only, Amortizing Balloon	 	58,978.15 	 	Actual/360	 	4.910000%	 	0.018300%	 	4.891700%	 	6	 	12/6/2025	 	NAP	 	NAP	 
	21	 	Natixis	 	Securlock Colony	 	Amortizing Balloon	 	54,846.13 	 	Actual/360	 	5.252000%	 	0.018300%	 	5.233700%	 	7	 	3/7/2026	 	NAP	 	NAP	 
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	Amortizing Balloon	 	51,263.59 	 	Actual/360	 	4.730000%	 	0.018300%	 	4.711700%	 	1	 	1/1/2026	 	NAP	 	NAP	 
	23	 	SPREF	 	Overbrook Plaza	 	Interest-only, Amortizing Balloon	 	51,936.26 	 	Actual/360	 	5.255000%	 	0.018300%	 	5.236700%	 	6	 	2/6/2026	 	NAP	 	NAP	 
	24	 	SPREF	 	Cypress Medical Plaza	 	Amortizing Balloon	 	51,326.75 	 	Actual/360	 	5.440000%	 	0.018300%	 	5.421700%	 	6	 	5/6/2026	 	NAP	 	NAP	 
	25	 	WFB	 	Home 2 Suites Union Square	 	Amortizing Balloon	 	48,313.95 	 	Actual/360	 	5.000000%	 	0.018300%	 	4.981700%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	26	 	WFB	 	Farley Self Storage	 	Interest-only, Amortizing Balloon	 	47,290.10 	 	Actual/360	 	5.110000%	 	0.018300%	 	5.091700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	27	 	WFB	 	970 Park Center	 	Interest-only, Amortizing Balloon	 	37,463.53 	 	Actual/360	 	5.100000%	 	0.018300%	 	5.081700%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	28	 	SPREF	 	Dixie Center	 	Interest-only, Amortizing Balloon	 	36,628.37 	 	Actual/360	 	5.095000%	 	0.018300%	 	5.076700%	 	6	 	3/6/2026	 	NAP	 	NAP	 
	29	 	RMF	 	Dodge Park Plaza	 	Amortizing Balloon	 	36,702.63 	 	Actual/360	 	5.450000%	 	0.018300%	 	5.431700%	 	6	 	5/6/2026	 	NAP	 	NAP	 
	30	 	WFB	 	Marketplace at Signal Butte	 	Interest-only, Amortizing Balloon	 	34,399.65 	 	Actual/360	 	5.150000%	 	0.048300%	 	5.101700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	31	 	Natixis	 	NSC Portfolio	 	Amortizing Balloon	 	31,298.84 	 	Actual/360	 	4.750000%	 	0.018300%	 	4.731700%	 	5	 	5/5/2026	 	NAP	 	NAP	 
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	Amortizing Balloon	 	35,408.30 	 	Actual/360	 	5.095000%	 	0.018300%	 	5.076700%	 	5	 	5/5/2026	 	NAP	 	NAP	 
	33	 	Natixis	 	Casa Morada	 	Amortizing Balloon	 	35,912.97 	 	Actual/360	 	6.640000%	 	0.018300%	 	6.621700%	 	5	 	4/5/2026	 	NAP	 	NAP	 
	34	 	RMF	 	Bit O Heaven MHC	 	Interest-only, Amortizing Balloon	 	34,047.49 	 	Actual/360	 	6.410000%	 	0.018300%	 	6.391700%	 	6	 	4/6/2021	 	NAP	 	NAP	 
	35	 	WFB	 	Sunnyoaks Industrial	 	Amortizing Balloon	 	31,189.71 	 	Actual/360	 	5.010000%	 	0.018300%	 	4.991700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	Interest-only, Amortizing Balloon	 	29,208.83 	 	Actual/360	 	5.490000%	 	0.018300%	 	5.471700%	 	6	 	3/6/2026	 	NAP	 	NAP	 
	36.01	 	RMF	 	Norton Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	RMF	 	Colonial Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Basis	 	Wayne Place Apartments	 	Amortizing Balloon	 	27,690.11 	 	Actual/360	 	5.550000%	 	0.018300%	 	5.531700%	 	1	 	04/01/2026	 	NAP	 	NAP	 
	38	 	RMF	 	Plantation Self Storage	 	Interest-only, Amortizing Balloon	 	26,373.07 	 	Actual/360	 	5.150000%	 	0.018300%	 	5.131700%	 	6	 	3/6/2026	 	NAP	 	NAP	 
	39	 	WFB	 	Northwood Hills Apartments	 	Amortizing Balloon	 	28,312.59 	 	Actual/360	 	5.090000%	 	0.018300%	 	5.071700%	 	11	 	3/11/2021	 	NAP	 	NAP	 
	40	 	WFB	 	Victorville Self Storage	 	Interest-only, Amortizing Balloon	 	22,961.55 	 	Actual/360	 	4.560000%	 	0.018300%	 	4.541700%	 	11	 	1/11/2026	 	NAP	 	NAP	 
	41	 	RMF	 	Corners Shopping Center	 	Amortizing Balloon	 	26,260.78 	 	Actual/360	 	5.750000%	 	0.018300%	 	5.731700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	42	 	WFB	 	Spring Mountain Plaza	 	Amortizing Balloon	 	24,091.99 	 	Actual/360	 	5.330000%	 	0.018300%	 	5.311700%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	43	 	RMF	 	Walgreens - Kinston	 	Interest-only, Amortizing Balloon	 	21,439.05 	 	Actual/360	 	5.360000%	 	0.018300%	 	5.341700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	44	 	WFB	 	Ingram Heights Shopping Center	 	Interest-only, Amortizing Balloon	 	20,878.82 	 	Actual/360	 	5.250000%	 	0.018300%	 	5.231700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	45	 	RMF	 	221 Glen Street Apartments	 	Interest-only, Amortizing Balloon	 	21,498.27 	 	Actual/360	 	5.710000%	 	0.018300%	 	5.691700%	 	6	 	5/6/2026	 	NAP	 	NAP	 
	46	 	RMF	 	Walgreens - Liberty	 	Interest-only, Balloon	 	16,128.86 	 	Actual/360	 	5.230000%	 	0.018300%	 	5.211700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	47	 	SPREF	 	PetSmart - Killeen	 	Amortizing Balloon	 	21,378.89 	 	Actual/360	 	5.862000%	 	0.018300%	 	5.843700%	 	6	 	2/6/2026	 	NAP	 	NAP	 
	48	 	Natixis	 	Shoppes of Waterville Commons	 	Amortizing Balloon	 	18,124.32 	 	Actual/360	 	4.900000%	 	0.018300%	 	4.881700%	 	5	 	4/5/2026	 	NAP	 	NAP	 
	49	 	WFB	 	Shoppes at Camelot	 	Amortizing Balloon	 	19,099.69 	 	Actual/360	 	4.900000%	 	0.018300%	 	4.881700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	50	 	WFB	 	Sunrise Lake Village II	 	Interest-only, Amortizing Balloon	 	16,991.31 	 	Actual/360	 	5.250000%	 	0.018300%	 	5.231700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	Amortizing Balloon	 	16,380.79 	 	Actual/360	 	5.150000%	 	0.018300%	 	5.131700%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	52	 	WFB	 	University Self Storage	 	Interest-only, Amortizing Balloon	 	15,852.63 	 	Actual/360	 	5.160000%	 	0.018300%	 	5.141700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	53	 	WFB	 	Maple Place Shopping Center	 	Amortizing Balloon	 	16,910.83 	 	Actual/360	 	5.150000%	 	0.018300%	 	5.131700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	54	 	WFB	 	Parkway Pavillion	 	Interest-only, Amortizing Balloon	 	14,659.64 	 	Actual/360	 	5.100000%	 	0.018300%	 	5.081700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	55	 	WFB	 	Cornelia Walmart Center - GA	 	Amortizing Balloon	 	14,742.71 	 	Actual/360	 	5.150000%	 	0.018300%	 	5.131700%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	56	 	WFB	 	Shoppes at First Colony	 	Interest-only, Amortizing Balloon	 	14,963.38 	 	Actual/360	 	5.450000%	 	0.095800%	 	5.354200%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	57	 	RMF	 	Abilene South Self Storage	 	Amortizing Balloon	 	13,418.78 	 	Actual/360	 	4.980000%	 	0.018300%	 	4.961700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	58	 	WFB	 	Windswept Plaza	 	Amortizing Balloon	 	13,526.10 	 	Actual/360	 	5.060000%	 	0.048300%	 	5.011700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	59	 	Basis	 	Heritage I Apartments	 	Amortizing Balloon	 	12,285.10 	 	Actual/360	 	5.350000%	 	0.018300%	 	5.331700%	 	1	 	03/01/2026	 	NAP	 	NAP	 
	60	 	RMF	 	CVS Akron	 	Amortizing Balloon	 	8,719.74 	 	Actual/360	 	4.630000%	 	0.018300%	 	4.611700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	61	 	Basis	 	Slate Run II Apartments	 	Amortizing Balloon	 	9,437.19 	 	Actual/360	 	5.350000%	 	0.018300%	 	5.331700%	 	1	 	03/01/2026	 	NAP	 	NAP	 
	62	 	WFB	 	Plaza Center I & II	 	Interest-only, Amortizing Balloon	 	8,638.10 	 	Actual/360	 	5.050000%	 	0.018300%	 	5.031700%	 	11	 	4/11/2026	 	NAP	 	NAP	 
	63	 	WFB	 	Hearthstone Shopping Center	 	Interest-only, Amortizing Balloon	 	8,677.37 	 	Actual/360	 	5.090000%	 	0.018300%	 	5.071700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	64	 	WFB	 	Action Self Storage	 	Interest-only, Amortizing Balloon	 	8,125.82 	 	Actual/360	 	5.080000%	 	0.018300%	 	5.061700%	 	11	 	2/11/2026	 	NAP	 	NAP	 
	65	 	WFB	 	Cox Creek Retail	 	Amortizing Balloon	 	8,253.65 	 	Actual/360	 	5.260000%	 	0.085800%	 	5.174200%	 	11	 	3/11/2026	 	NAP	 	NAP	 
	66	 	WFB	 	Security Public Storage - Riverbank	 	Amortizing Balloon	 	7,546.99 	 	Actual/360	 	5.360000%	 	0.018300%	 	5.341700%	 	1	 	4/1/2026	 	NAP	 	NAP	 
	67	 	RMF	 	Trotwood	 	Amortizing Balloon	 	7,788.73 	 	Actual/360	 	4.980000%	 	0.018300%	 	4.961700%	 	6	 	4/6/2026	 	NAP	 	NAP	 
	68	 	WFB	 	Sandoval Self Storage	 	Amortizing Balloon	 	7,625.33 	 	Actual/360	 	5.310000%	 	0.018300%	 	5.291700%	 	11	 	3/11/2026	 	NAP	 	NAP	 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Original Term to Maturity or ARD (Mos.)	 	Remaining Term to Maturity or ARD (Mos.)	 	Amortization Term (Original) (Mos.)	 	Amortization Term (Remaining) (Mos.)	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Provisions	 	Ownership Interest	 	Grace Period Late (Days)	 	Engineering Escrow / Deferred Maintenance ($)	 	Tax Escrow (Initial)
	1	 	Natixis	 	Regent Portfolio	 	60	 	60	 	360	 	360	 	NAP	 	L(24),D(33),O(3)	 	Fee	 	0	 	184,394 	 	142,117 
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	120	 	117	 	IO	 	IO	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	4,875 	 	127,100 
	2.01	 	Natixis	 	Congressional North Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	120	 	116	 	360	 	356	 	NAP	 	L(28),D(88),O(4)	 	Fee	 	5	 	0 	 	394,727 
	4	 	RMF	 	Shelby Town Center	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(90),O(5)	 	Fee	 	0	 	31,875 	 	0 
	5	 	Natixis	 	Marriott Monterey	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR 1% or YM(91),O(4)	 	Fee	 	0	 	0 	 	0 
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	120	 	114	 	360	 	360	 	NAP	 	L(30),D(83),O(7)	 	Fee	 	0	 	24,894 	 	142,677 
	6.01	 	SPREF	 	425 Privet Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	120	 	117	 	240	 	237	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	37,563 	 	34,378 
	8	 	SPREF	 	Nolitan Hotel	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	14,594 	 	213,741 
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	60	 	58	 	360	 	360	 	NAP	 	L(26),D(30),O(4)	 	Fee	 	0	 	18,688 	 	85,509 
	9.01	 	RMF	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	RMF	 	Sanford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	RMF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	RMF	 	Ogunquit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	5	 	0 	 	0 
	11	 	RMF	 	Embassy Plaza	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	0 	 	17,468 
	12	 	WFB	 	Manchester Parkade	 	120	 	117	 	360	 	357	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	49,625 	 	102,272 
	13	 	Natixis	 	Matrix Portfolio	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	24,781 	 	22,784 
	13.01	 	Natixis	 	509 7th Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	701 King Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Tempe Square	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	14,041 
	15	 	RMF	 	Perrysburg Market Center	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	120,938 	 	0 
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	201,063 	 	0 
	17	 	WFB	 	Sonora Plaza I	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 	 	0 
	18	 	WFB	 	Ward’s Crossing	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	0 
	19	 	SPREF	 	Coral Cove Apartments	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(92),O(1)	 	Fee	 	0	 	9,375 	 	55,856 
	20	 	SPREF	 	Quail Valley Apartments	 	120	 	115	 	360	 	360	 	NAP	 	L(29),D(87),O(4)	 	Fee	 	0	 	1,250 	 	0 
	21	 	Natixis	 	Securlock Colony	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	0 	 	41,994 
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	120	 	116	 	360	 	356	 	NAP	 	L(28),GRTR 1% or YM or D(85),O(7)	 	Fee	 	5	 	0 	 	0 
	23	 	SPREF	 	Overbrook Plaza	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	0	 	5,750 	 	8,003 
	24	 	SPREF	 	Cypress Medical Plaza	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(91),O(5)	 	Fee	 	0	 	0 	 	95,133 
	25	 	WFB	 	Home 2 Suites Union Square	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	0 
	26	 	WFB	 	Farley Self Storage	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	16,814 
	27	 	WFB	 	970 Park Center	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	10,403 
	28	 	SPREF	 	Dixie Center	 	120	 	118	 	360	 	360	 	NAP	 	L(1),GRTR 2% or YM(118),O(1)	 	Fee	 	5	 	750 	 	50,391 
	29	 	RMF	 	Dodge Park Plaza	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	278,375 	 	27,139 
	30	 	WFB	 	Marketplace at Signal Butte	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(88),O(7)	 	Fee	 	0	 	0 	 	0 
	31	 	Natixis	 	NSC Portfolio	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	3,313 	 	15,771 
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	0 	 	57,800 
	33	 	Natixis	 	Casa Morada	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	0 	 	5,192 
	34	 	RMF	 	Bit O Heaven MHC	 	60	 	59	 	360	 	360	 	NAP	 	L(25),D(31),O(4)	 	Fee	 	0	 	2,375 	 	31,461 
	35	 	WFB	 	Sunnyoaks Industrial	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	13,988 
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	136,463 	 	23,171 
	36.01	 	RMF	 	Norton Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	RMF	 	Colonial Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Basis	 	Wayne Place Apartments	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(93),O(2)	 	Fee	 	5	 	31,875 	 	9,999 
	38	 	RMF	 	Plantation Self Storage	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	0 	 	13,615 
	39	 	WFB	 	Northwood Hills Apartments	 	60	 	58	 	300	 	298	 	NAP	 	L(26),D(30),O(4)	 	Fee	 	5	 	90,530 	 	31,752 
	40	 	WFB	 	Victorville Self Storage	 	120	 	116	 	360	 	360	 	NAP	 	L(28),D(88),O(4)	 	Fee	 	5	 	0 	 	18,520 
	41	 	RMF	 	Corners Shopping Center	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	1,250 	 	21,820 
	42	 	WFB	 	Spring Mountain Plaza	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	62,448 	 	1,583 
	43	 	RMF	 	Walgreens - Kinston	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	15	 	0 	 	0 
	44	 	WFB	 	Ingram Heights Shopping Center	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	32,493 
	45	 	RMF	 	221 Glen Street Apartments	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	0 	 	37,154 
	46	 	RMF	 	Walgreens - Liberty	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	0 	 	0 
	47	 	SPREF	 	PetSmart - Killeen	 	120	 	117	 	330	 	327	 	NAP	 	L(27),D(92),O(1)	 	Fee	 	0	 	0 	 	0 
	48	 	Natixis	 	Shoppes of Waterville Commons	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	3,750 	 	6,797 
	49	 	WFB	 	Shoppes at Camelot	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 	 	11,396 
	50	 	WFB	 	Sunrise Lake Village II	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	13,760 
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	3,338 
	52	 	WFB	 	University Self Storage	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	9,620 
	53	 	WFB	 	Maple Place Shopping Center	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	15,581 	 	38,659 
	54	 	WFB	 	Parkway Pavillion	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 	 	11,676 
	55	 	WFB	 	Cornelia Walmart Center - GA	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	15,392 
	56	 	WFB	 	Shoppes at First Colony	 	120	 	119	 	360	 	360	 	NAP	 	L(25),GRTR 1% or YM(91),O(4)	 	Fee	 	5	 	9,062 	 	17,495 
	57	 	RMF	 	Abilene South Self Storage	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	52,094 	 	23,225 
	58	 	WFB	 	Windswept Plaza	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 	 	3,298 
	59	 	Basis	 	Heritage I Apartments	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	18,732 
	60	 	RMF	 	CVS Akron	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	938 	 	10,387 
	61	 	Basis	 	Slate Run II Apartments	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	2,625 	 	20,089 
	62	 	WFB	 	Plaza Center I & II	 	120	 	119	 	360	 	360	 	NAP	 	L(25),GRTR 1% or YM(91),O(4)	 	Fee	 	0	 	0 	 	4,000 
	63	 	WFB	 	Hearthstone Shopping Center	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 	 	3,428 
	64	 	WFB	 	Action Self Storage	 	120	 	117	 	360	 	360	 	NAP	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 	 	4,826 
	65	 	WFB	 	Cox Creek Retail	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	3,048 
	66	 	WFB	 	Security Public Storage - Riverbank	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR 1% or YM or D(88),O(7)	 	Fee	 	5	 	0 	 	0 
	67	 	RMF	 	Trotwood	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	24,141 	 	19,759 
	68	 	WFB	 	Sandoval Self Storage	 	120	 	118	 	300	 	298	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 	 	8,460 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Monthly Tax Escrow ($)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty	 	Insurance Escrow (Initial)	 	Monthly Insurance Escrow ($)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Upfront Replacement Reserve ($)	 	Monthly Replacement Reserve ($)(15)	 	Replacement Reserve Cap ($)	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	Upfront TI/LC Reserve ($)
	1	 	Natixis	 	Regent Portfolio	 	142,117 	 	Cash	 	 	 	13,311 	 	13,311 	 	Cash	 	 	 	0 	 	5,887 	 	0 	 	Cash	 	 	 	0 
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	63,550 	 	Cash	 	 	 	21,557 	 	7,186 	 	Cash	 	 	 	0 	 	3,187 	 	0 	 	Cash	 	 	 	29,200 
	2.01	 	Natixis	 	Congressional North Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	35,884 	 	Cash	 	 	 	129,640 	 	21,245 	 	Cash	 	 	 	0 	 	34,031 	 	3,300,000 	 	Cash	 	 	 	0 
	4	 	RMF	 	Shelby Town Center	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	3,375 	 	121,497 	 	Cash	 	 	 	0 
	5	 	Natixis	 	Marriott Monterey	 	0 	 	NAP	 	 	 	2,024 	 	1,012 	 	Cash	 	 	 	0 	 	0 	 	0 	 	NAP	 	 	 	0 
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	35,669 	 	Cash	 	 	 	17,222 	 	5,741 	 	Cash	 	 	 	0 	 	4,113 	 	125,000 	 	Cash	 	 	 	0 
	6.01	 	SPREF	 	425 Privet Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	17,189 	 	Cash	 	 	 	53,131 	 	5,903 	 	Cash	 	 	 	0 	 	4,205 	 	100,908 	 	Cash	 	 	 	0 
	8	 	SPREF	 	Nolitan Hotel	 	35,624 	 	Cash	 	 	 	61,500 	 	5,125 	 	Cash	 	 	 	0 	 	21,107 	 	0 	 	Cash	 	 	 	0 
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	10,180 	 	Cash	 	 	 	13,992 	 	2,665 	 	Cash	 	 	 	0 	 	945 	 	0 	 	Cash	 	 	 	0 
	9.01	 	RMF	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	RMF	 	Sanford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	RMF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	RMF	 	Ogunquit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	14,867 	 	Cash	 	 	 	0 	 	6,448 	 	Cash	 	 	 	0 	 	1,508 	 	0 	 	Cash	 	 	 	0 
	11	 	RMF	 	Embassy Plaza	 	16,636 	 	Cash	 	 	 	7,777 	 	1,852 	 	Cash	 	 	 	0 	 	1,027 	 	61,720 	 	Cash	 	 	 	250,000 
	12	 	WFB	 	Manchester Parkade	 	51,136 	 	Cash	 	 	 	22,839 	 	7,615 	 	Cash	 	 	 	0 	 	4,415 	 	0 	 	Cash	 	 	 	0 
	13	 	Natixis	 	Matrix Portfolio	 	22,784 	 	Cash	 	 	 	2,392 	 	0 	 	Cash	 	 	 	0 	 	657 	 	0 	 	Cash	 	 	 	0 
	13.01	 	Natixis	 	509 7th Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	701 King Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Tempe Square	 	14,041 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	70,000 	 	1,724 	 	70,000 	 	Cash	 	 	 	250,000 
	15	 	RMF	 	Perrysburg Market Center	 	26,604 	 	Cash	 	 	 	2,884 	 	0 	 	Cash	 	 	 	0 	 	1,812 	 	0 	 	Cash	 	 	 	555,907 
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	4,422 	 	Cash	 	 	 	15,705 	 	3,141 	 	Cash	 	 	 	0 	 	1,354 	 	0 	 	Cash	 	 	 	0 
	17	 	WFB	 	Sonora Plaza I	 	11,350 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	2,269 	 	54,452 	 	Cash	 	 	 	0 
	18	 	WFB	 	Ward’s Crossing	 	13,661 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	2,158 	 	0 	 	Cash	 	 	 	0 
	19	 	SPREF	 	Coral Cove Apartments	 	20,311 	 	Cash	 	 	 	9,523 	 	1,587 	 	Cash	 	 	 	0 	 	4,083 	 	0 	 	Cash	 	 	 	0 
	20	 	SPREF	 	Quail Valley Apartments	 	19,662 	 	Cash	 	 	 	38,157 	 	5,451 	 	Cash	 	 	 	0 	 	3,667 	 	0 	 	Cash	 	 	 	0 
	21	 	Natixis	 	Securlock Colony	 	13,998 	 	Cash	 	 	 	7,845 	 	872 	 	Cash	 	 	 	0 	 	867 	 	31,200 	 	Cash	 	 	 	0 
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	0 	 	NAP	 	 	 	0 
	23	 	SPREF	 	Overbrook Plaza	 	8,003 	 	Cash	 	 	 	25,913 	 	2,591 	 	Cash	 	 	 	0 	 	869 	 	31,284 	 	Cash	 	 	 	0 
	24	 	SPREF	 	Cypress Medical Plaza	 	23,783 	 	Cash	 	 	 	4,533 	 	349 	 	Cash	 	 	 	0 	 	773 	 	0 	 	Cash	 	 	 	100,000 
	25	 	WFB	 	Home 2 Suites Union Square	 	9,688 	 	Cash	 	 	 	20,101 	 	4,020 	 	Cash	 	 	 	0 	 	11,790 	 	0 	 	Cash	 	 	 	0 
	26	 	WFB	 	Farley Self Storage	 	8,407 	 	Cash	 	 	 	3,720 	 	465 	 	Cash	 	 	 	0 	 	480 	 	12,000 	 	Cash	 	 	 	0 
	27	 	WFB	 	970 Park Center	 	10,403 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	962 	 	34,644 	 	Cash	 	 	 	0 
	28	 	SPREF	 	Dixie Center	 	10,078 	 	Cash	 	 	 	9,209 	 	4,604 	 	Cash	 	 	 	0 	 	2,475 	 	0 	 	Cash	 	 	 	0 
	29	 	RMF	 	Dodge Park Plaza	 	8,616 	 	Cash	 	 	 	2,055 	 	0 	 	Cash	 	 	 	188,624 	 	2,106 	 	0 	 	Cash	 	 	 	500,000 
	30	 	WFB	 	Marketplace at Signal Butte	 	15,362 	 	Cash	 	 	 	1,771 	 	1,771 	 	Cash	 	 	 	0 	 	1,939 	 	69,815 	 	Cash	 	 	 	0 
	31	 	Natixis	 	NSC Portfolio	 	7,885 	 	Cash	 	 	 	34,572 	 	2,881 	 	Cash	 	 	 	0 	 	2,610 	 	120,000 	 	Cash	 	 	 	0 
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	5,255 	 	Cash	 	 	 	5,220 	 	1,305 	 	Cash	 	 	 	0 	 	382 	 	0 	 	Cash	 	 	 	0 
	33	 	Natixis	 	Casa Morada	 	5,192 	 	Cash	 	 	 	6,427 	 	6,427 	 	Cash	 	 	 	0 	 	1/12 of 4.0% of prior year’s gross revenues	 	0 	 	Cash	 	 	 	0 
	34	 	RMF	 	Bit O Heaven MHC	 	7,491 	 	Cash	 	 	 	6,649 	 	3,166 	 	Cash	 	 	 	0 	 	3,163 	 	0 	 	Cash	 	 	 	0 
	35	 	WFB	 	Sunnyoaks Industrial	 	6,994 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	663 	 	0 	 	Cash	 	 	 	200,000 
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	4,414 	 	Cash	 	 	 	12,243 	 	1,458 	 	Cash	 	 	 	0 	 	899 	 	0 	 	Cash	 	 	 	0 
	36.01	 	RMF	 	Norton Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	RMF	 	Colonial Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Basis	 	Wayne Place Apartments	 	3,333 	 	Cash	 	 	 	8,057 	 	1,611 	 	Cash	 	 	 	0 	 	1,425 	 	0 	 	Cash	 	 	 	0 
	38	 	RMF	 	Plantation Self Storage	 	6,483 	 	Cash	 	 	 	3,970 	 	462 	 	Cash	 	 	 	0 	 	258 	 	0 	 	Cash	 	 	 	0 
	39	 	WFB	 	Northwood Hills Apartments	 	10,584 	 	Cash	 	 	 	11,419 	 	5,707 	 	Cash	 	 	 	0 	 	4,976 	 	0 	 	Cash	 	 	 	0 
	40	 	WFB	 	Victorville Self Storage	 	4,630 	 	Cash	 	 	 	5,400 	 	1,080 	 	Cash	 	 	 	0 	 	1,080 	 	50,000 	 	Cash	 	 	 	0 
	41	 	RMF	 	Corners Shopping Center	 	6,927 	 	Cash	 	 	 	8,514 	 	901 	 	Cash	 	 	 	0 	 	1,126 	 	0 	 	Cash	 	 	 	0 
	42	 	WFB	 	Spring Mountain Plaza	 	1,583 	 	Cash	 	 	 	6,444 	 	1,074 	 	Cash	 	 	 	0 	 	413 	 	0 	 	Cash	 	 	 	0 
	43	 	RMF	 	Walgreens - Kinston	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	0 	 	NAP	 	 	 	0 
	44	 	WFB	 	Ingram Heights Shopping Center	 	8,123 	 	Cash	 	 	 	915 	 	915 	 	Cash	 	 	 	0 	 	288 	 	0 	 	Cash	 	 	 	0 
	45	 	RMF	 	221 Glen Street Apartments	 	4,423 	 	Cash	 	 	 	6,548 	 	1,559 	 	Cash	 	 	 	0 	 	604 	 	0 	 	Cash	 	 	 	100,000 
	46	 	RMF	 	Walgreens - Liberty	 	0 	 	NAP	 	 	 	97 	 	0 	 	Cash	 	 	 	0 	 	0 	 	0 	 	NAP	 	 	 	0 
	47	 	SPREF	 	PetSmart - Killeen	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	347 	 	12,498 	 	Cash	 	 	 	0 
	48	 	Natixis	 	Shoppes of Waterville Commons	 	3,398 	 	Cash	 	 	 	1,497 	 	0 	 	Cash	 	 	 	0 	 	302 	 	0 	 	Cash	 	 	 	0 
	49	 	WFB	 	Shoppes at Camelot	 	2,849 	 	Cash	 	 	 	1,224 	 	612 	 	Cash	 	 	 	0 	 	435 	 	25,000 	 	Cash	 	 	 	0 
	50	 	WFB	 	Sunrise Lake Village II	 	3,440 	 	Cash	 	 	 	3,694 	 	308 	 	Cash	 	 	 	0 	 	167 	 	10,000 	 	Cash	 	 	 	0 
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	1,669 	 	Cash	 	 	 	4,104 	 	343 	 	Cash	 	 	 	0 	 	347 	 	0 	 	Cash	 	 	 	0 
	52	 	WFB	 	University Self Storage	 	4,810 	 	Cash	 	 	 	1,608 	 	201 	 	Cash	 	 	 	0 	 	150 	 	3,650 	 	Cash	 	 	 	0 
	53	 	WFB	 	Maple Place Shopping Center	 	4,383 	 	Cash	 	 	 	9,940 	 	1,420 	 	Cash	 	 	 	0 	 	546 	 	25,000 	 	Cash	 	 	 	100,000 
	54	 	WFB	 	Parkway Pavillion	 	3,892 	 	Cash	 	 	 	1,191 	 	397 	 	Cash	 	 	 	0 	 	670 	 	0 	 	Cash	 	 	 	50,000 
	55	 	WFB	 	Cornelia Walmart Center - GA	 	3,848 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	360 	 	13,000 	 	Cash	 	 	 	0 
	56	 	WFB	 	Shoppes at First Colony	 	3,499 	 	Cash	 	 	 	9,350 	 	850 	 	Cash	 	 	 	0 	 	132 	 	4,758 	 	Cash	 	 	 	25,000 
	57	 	RMF	 	Abilene South Self Storage	 	5,530 	 	Cash	 	 	 	1,655 	 	1,577 	 	Cash	 	 	 	0 	 	817 	 	0 	 	Cash	 	 	 	0 
	58	 	WFB	 	Windswept Plaza	 	1,649 	 	Cash	 	 	 	989 	 	989 	 	Cash	 	 	 	0 	 	210 	 	0 	 	Cash	 	 	 	13,860 
	59	 	Basis	 	Heritage I Apartments	 	4,683 	 	Cash	 	 	 	17,332 	 	1,576 	 	Cash	 	 	 	0 	 	2,100 	 	124,500 	 	Cash	 	 	 	0 
	60	 	RMF	 	CVS Akron	 	0 	 	Cash	 	 	 	1,495 	 	0 	 	Cash	 	 	 	0 	 	160 	 	0 	 	Cash	 	 	 	0 
	61	 	Basis	 	Slate Run II Apartments	 	5,022 	 	Cash	 	 	 	10,974 	 	998 	 	Cash	 	 	 	0 	 	1,600 	 	96,000 	 	Cash	 	 	 	0 
	62	 	WFB	 	Plaza Center I & II	 	4,000 	 	Cash	 	 	 	4,776 	 	597 	 	Cash	 	 	 	0 	 	362 	 	0 	 	Cash	 	 	 	25,000 
	63	 	WFB	 	Hearthstone Shopping Center	 	857 	 	Cash	 	 	 	1,242 	 	621 	 	Cash	 	 	 	0 	 	306 	 	0 	 	Cash	 	 	 	75,000 
	64	 	WFB	 	Action Self Storage	 	2,413 	 	Cash	 	 	 	7,332 	 	1,222 	 	Cash	 	 	 	0 	 	650 	 	25,000 	 	Cash	 	 	 	0 
	65	 	WFB	 	Cox Creek Retail	 	762 	 	Cash	 	 	 	1,125 	 	375 	 	Cash	 	 	 	0 	 	116 	 	0 	 	Cash	 	 	 	60,000 
	66	 	WFB	 	Security Public Storage - Riverbank	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	0 	 	NAP	 	 	 	0 
	67	 	RMF	 	Trotwood	 	4,705 	 	Cash	 	 	 	2,102 	 	400 	 	Cash	 	 	 	0 	 	423 	 	0 	 	Cash	 	 	 	0 
	68	 	WFB	 	Sandoval Self Storage	 	2,820 	 	Cash	 	 	 	3,390 	 	565 	 	Cash	 	 	 	0 	 	290 	 	0 	 	Cash	 	 	 	0 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Monthly TI/LC Reserve ($)	 	TI/LC Reserve Cap ($)	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial) ($)	 	Debt Service Escrow (Monthly) ($)	 	Debt Service Escrow - Cash or LoC	 	Debt Service Escrow - LoC Counterparty	 	Other Escrow I Reserve Description	 	Other Escrow I (Initial) ($)	 	Other Escrow I (Monthly) ($)(11)(16)	 	Other Escrow I Cap ($)
	1	 	Natixis	 	Regent Portfolio	 	29,436 	 	1,059,705 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	TI/LC Reserve; Rent Abatement Reserve	 	TI/LC Reserve: Upfront: 665,950; Rent Abatement Reserve: Upfront: 252,711.25	 	0 	 	0 
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	9,685 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	2.01	 	Natixis	 	Congressional North Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	PIP Reserve	 	2,000,000 	 	0 	 	0 
	4	 	RMF	 	Shelby Town Center	 	9,926 	 	238,229 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	5	 	Natixis	 	Marriott Monterey	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Seasonal Reserve	 	96,665 	 	0 	 	0 
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	10,283 	 	200,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	6.01	 	SPREF	 	425 Privet Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	11,407 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	8	 	SPREF	 	Nolitan Hotel	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Restaurant Rent Concession Reserve	 	90,000 	 	0 	 	0 
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	223 	 	6,700 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	9.01	 	RMF	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	RMF	 	Sanford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	RMF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	RMF	 	Ogunquit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	5,000 	 	150,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Integra Funds Reserve	 	0 	 	10,000 	 	62,000 
	11	 	RMF	 	Embassy Plaza	 	4,724 	 	$350,000 and reduces to $250,000 if Rollover Cap Conditions are satisfied in full.	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	12	 	WFB	 	Manchester Parkade	 	19,040 	 	1,142,400 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	13	 	Natixis	 	Matrix Portfolio	 	4,477 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	13.01	 	Natixis	 	509 7th Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	701 King Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Tempe Square	 	5,227 	 	250,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Inner Vision Yoga Reserve	 	36,098 	 	0 	 	0 
	15	 	RMF	 	Perrysburg Market Center	 	7,889 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	17	 	WFB	 	Sonora Plaza I	 	10,210 	 	250,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Roof Replacement Reserve	 	85,945 	 	0 	 	0 
	18	 	WFB	 	Ward’s Crossing	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Restricted Leasing Reserve	 	200,000 	 	22,000 	 	0 
	19	 	SPREF	 	Coral Cove Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	20	 	SPREF	 	Quail Valley Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	21	 	Natixis	 	Securlock Colony	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	23	 	SPREF	 	Overbrook Plaza	 	2,897 	 	200,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	24	 	SPREF	 	Cypress Medical Plaza	 	7,730 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	25	 	WFB	 	Home 2 Suites Union Square	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	PIP Reserve	 	0 	 	0 	 	0 
	26	 	WFB	 	Farley Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	27	 	WFB	 	970 Park Center	 	3,208 	 	200,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Rent Concession Reserve	 	67,748 	 	0 	 	0 
	28	 	SPREF	 	Dixie Center	 	4,267 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Homestead Combat Sports Reserve	 	25,750 	 	0 	 	0 
	29	 	RMF	 	Dodge Park Plaza	 	4,047 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	30	 	WFB	 	Marketplace at Signal Butte	 	4,509 	 	190,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Earnout Reserve	 	300,000 	 	0 	 	0 
	31	 	Natixis	 	NSC Portfolio	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Completion Reserve	 	176,202 	 	0 	 	0 
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	33	 	Natixis	 	Casa Morada	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Seasonality Reserve	 	53,500 	 	0 	 	0 
	34	 	RMF	 	Bit O Heaven MHC	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Prepaid Rent/Seasonality Funds	 	250,000 	 	0 	 	0 
	35	 	WFB	 	Sunnyoaks Industrial	 	5,553 	 	200,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	3,265 	 	195,871 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	36.01	 	RMF	 	Norton Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	RMF	 	Colonial Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Basis	 	Wayne Place Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	38	 	RMF	 	Plantation Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	39	 	WFB	 	Northwood Hills Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	40	 	WFB	 	Victorville Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	41	 	RMF	 	Corners Shopping Center	 	3,096 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	RealTeam Rent Reserve Funds	 	2,160 	 	0 	 	0 
	42	 	WFB	 	Spring Mountain Plaza	 	1,975 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Rent Concession Reserve	 	5,401 	 	0 	 	0 
	43	 	RMF	 	Walgreens - Kinston	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	44	 	WFB	 	Ingram Heights Shopping Center	 	1,741 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	45	 	RMF	 	221 Glen Street Apartments	 	4,167 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	46	 	RMF	 	Walgreens - Liberty	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	47	 	SPREF	 	PetSmart - Killeen	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	48	 	Natixis	 	Shoppes of Waterville Commons	 	1,678 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	49	 	WFB	 	Shoppes at Camelot	 	2,492 	 	100,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	50	 	WFB	 	Sunrise Lake Village II	 	1,109 	 	59,868 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Jason’s Deli TI/LC Reserve	 	0 	 	0 	 	0 
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	52	 	WFB	 	University Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	53	 	WFB	 	Maple Place Shopping Center	 	2,057 	 	100,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	El Mariachi TI/LC Reserve	 	25,000 	 	0 	 	0 
	54	 	WFB	 	Parkway Pavillion	 	1,937 	 	100,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Korean BBQ Reserve 	 	12,000 	 	0 	 	0 
	55	 	WFB	 	Cornelia Walmart Center - GA	 	1,677 	 	100,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Tenant Specific TILC Reserve	 	0 	 	0 	 	0 
	56	 	WFB	 	Shoppes at First Colony	 	1,172 	 	60,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Piada Italian TI/LC Reserve	 	0 	 	0 	 	0 
	57	 	RMF	 	Abilene South Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	58	 	WFB	 	Windswept Plaza	 	966 	 	46,480 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	59	 	Basis	 	Heritage I Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	60	 	RMF	 	CVS Akron	 	675 	 	0 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	61	 	Basis	 	Slate Run II Apartments	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	Water Connection Fund Escrow	 	50,000 	 	0 	 	0 
	62	 	WFB	 	Plaza Center I & II	 	1,929 	 	25,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	Debt Service Coverage Ratio Trigger Reserve	 	0 	 	0 	 	0 
	63	 	WFB	 	Hearthstone Shopping Center	 	836 	 	100,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	64	 	WFB	 	Action Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	65	 	WFB	 	Cox Creek Retail	 	601 	 	60,000 	 	Cash	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	66	 	WFB	 	Security Public Storage - Riverbank	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	67	 	RMF	 	Trotwood	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 
	68	 	WFB	 	Sandoval Self Storage	 	0 	 	0 	 	NAP	 	 	 	0 	 	0 	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2016-C34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Other Escrow I Escrow - Cash or LoC	 	Other  Escrow I - LoC Counterparty	 	Other Escrow II Reserve Description	 	Other Escrow II (Initial) ($)	 	Other Escrow II (Monthly) ($)	 	Other Escrow II Cap ($)	 	Other Escrow II Escrow - Cash or LoC	 	Other  Escrow II - LoC Counterparty	 	Holdback(7)	 	Secured by LOC (Y/N)	 	LOC Amount	 	Type of Lockbox	 	Borrower Name	 	Sponsor Name	 	Servicing 

Fee Rate
	1	 	Natixis	 	Regent Portfolio	 	Cash	 	 	 	Common Charge Reserve	 	37,944 	 	Monthly amount of any common charges, association fees or dues or other recurring expenses, or any regular or special assessments, or any other fees or other charges due and payable by Borrower under the Condominium Declaration or any other Condominium Documents	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Hard/Upfront Cash Management	 	HMOB of Oradell Owner, LLC; HMOB of Carlstadt Owner, LLC; HMOB of Hackensack Office Owner, LLC; HMOB of Hackensack Warehouse Owner, LLC; HMOB of Mt. Kisco Owner, LLC; HMOB of New Brunswick Owner, LLC; HMOB of Roseland Owner, LLC; HMOB of Jersey City Owner, LLC; HMOB of Wayne Owner, LLC; HMOB of Fair Lawn Owner, LLC; HMOB of Glen Rock Owner, LLC; HMOB of Miramar Owner, LLC; HMOB of Fair Lawn 15-01 Broadway Owner, LLC	 	John H. Hajjar	 	0.0025%
	1.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Natixis	 	Congressional North Shopping Center & 121 Congressional Lane  	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	Congressional North Associates Limited Partnership; 121 Associates Limited Partnership	 	Ronald J. Cohen	 	0.0050%
	2.01	 	Natixis	 	Congressional North Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Natixis	 	121 Congressional Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	WFB	 	Hilton & Homewood Suites Philadelphia	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Stout Road Associates, Inc.; Stout Road Hotel Development, L.L.C.	 	Howard Wurzak	 	0.0225%
	4	 	RMF	 	Shelby Town Center	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Shelby Town Center I, L.L.C.	 	Thomas Guastello	 	0.0325%
	5	 	Natixis	 	Marriott Monterey	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	San Carlos Associates LLC	 	None	 	0.0025%
	6	 	SPREF	 	200 Precision & 425 Privet Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	Horsham Property Associates, LP	 	William A. White; Benjamin I. Cohen	 	0.0250%
	6.01	 	SPREF	 	425 Privet Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	SPREF	 	200 Precision Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	WFB	 	Old Mill Village & Enterprise Center	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	41/49 Highway Junction Limited Partnership	 	Garold C. Brown; Carol Brown; and April Worden	 	0.0050%
	8	 	SPREF	 	Nolitan Hotel	 	Cash	 	 	 	Performance Reserve	 	1,500,000 	 	0 	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Springing	 	153 Elizabeth Street, LLC; 153 Elizabeth Hotel LLC	 	Edmond Li	 	0.0050%
	9	 	RMF	 	Storage Solutions Self Storage Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Prime Storage Auburn, LLC; Prime Storage Neddick, LLC; Prime Storage Sanford, LLC; Prime Storage Wells, LLC	 	Robert Moser; Robert Morgan	 	0.0050%
	9.01	 	RMF	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	RMF	 	Sanford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	RMF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	RMF	 	Ogunquit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Basis	 	Shoppes at Alafaya	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	HM-UP Development Alafaya Trails, LLC	 	Eric D. Sheppard; Robert Kallman	 	0.0050%
	11	 	RMF	 	Embassy Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Embassy Plaza, L.L.C.	 	James G. Horvath	 	0.0050%
	12	 	WFB	 	Manchester Parkade	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Soft/Springing Cash Management	 	L&J Manchester III LLC	 	The Main Trust Under the Charney Family 2010 Revocable Trust	 	0.0050%
	13	 	Natixis	 	Matrix Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	Jemal’s 701 King L.L.C.; Jemal’s Takoma Pad L.L.C.; Jemal’s Second National Bank LLC	 	Norman Jemal	 	0.0050%
	13.01	 	Natixis	 	509 7th Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	110 Carroll Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	701 King Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	WFB	 	Tempe Square	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Watavision II, LLC	 	Martin Landis	 	0.0050%
	15	 	RMF	 	Perrysburg Market Center	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront Cash Management	 	Perrysburg Enterprise LLC	 	William E. Watch; Warren C. Terrace; Warren Terrace Living Trust, dated November 1, 1995, as amended; William Watch Living Trust, dated December 7, 1995	 	0.0050%
	16	 	WFB	 	Pacific Palisades Bowl MHC	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	2,221,929 	 	N	 	 	 	Springing	 	Pacific Palisades Bowl Mobile Estates Del LLC	 	Edward F. Biggs, SR.; Charlotte L. Biggs; and The Biggs Family Trust 	 	0.0050%
	17	 	WFB	 	Sonora Plaza I	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Sonora Plaza I, LLC	 	Stephen B. Jaeger and The Stephen B. Jaeger Living Trust	 	0.0050%
	18	 	WFB	 	Ward’s Crossing	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Lynchburg (Wards Crossing), LLC	 	Stanley Werb and Jonathan Gaines	 	0.0050%
	19	 	SPREF	 	Coral Cove Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Cryptical Cove, LLC	 	Martin Geller; Eric Richelson	 	0.0050%
	20	 	SPREF	 	Quail Valley Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	VC Quail Valley II, L.L.C.	 	Curtis Haines	 	0.0050%
	21	 	Natixis	 	Securlock Colony	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Securlock at the Colony, Ltd. 	 	Steven Houghton	 	0.0050%
	22	 	WFB	 	Security Public Storage - Santa Rosa	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Security Public Storage - Santa Rosa, a California Limited Partnership	 	Benjamin D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz, individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	23	 	SPREF	 	Overbrook Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	5610 Associates, LLC	 	Samuel Freidler	 	0.0050%
	24	 	SPREF	 	Cypress Medical Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Cypress MOB, LLC	 	Bernard Monderer; Thea Monderer	 	0.0050%
	25	 	WFB	 	Home 2 Suites Union Square	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Union Square Hotel, LLC	 	Capri, Inc. and Robert E. Gustin	 	0.0050%
	26	 	WFB	 	Farley Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Los Gatos Storage LLC	 	Stephen A. Finn; Stephen A. Finn 2001 Living Trust	 	0.0050%
	27	 	WFB	 	970 Park Center	 	Cash	 	 	 	APEM TI/LC Reserve	 	184,182 	 	0 	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Springing	 	Sea Vista Properties, LLC	 	Richard W. Barrett, individually and as trustee of the Richard W. Barrett Revocable Trust UDT Dated December 23, 2013	 	0.0050%
	28	 	SPREF	 	Dixie Center	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	ARS Dixie, LP	 	Avraham Nehemia	 	0.0050%
	29	 	RMF	 	Dodge Park Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Upfront Cash Management	 	Dodge Enterprise, LLC	 	William E. Watch; Warren C. Terrace; Warren Terrace Living Trust, dated November 1, 1995, as amended; William Watch Living Trust, dated December 7, 1995	 	0.0050%
	30	 	WFB	 	Marketplace at Signal Butte	 	Cash	 	 	 	Roof Replacement Reserve	 	164,250 	 	0 	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Springing	 	Marketplace at Signal Butte SPE, LLC	 	James Howard; Maurice Benbeniste; and James R. Howard and Ramona R. Howard, Trustees of The Howard Revocable Living Trust	 	0.0350%
	31	 	Natixis	 	NSC Portfolio	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	NSC 15 S441, LLC; NSC 14 SR 40, LLC; NSC 17 Jacksonville RD LLC; NSC 18 HWY 200, LLC; NSC 19 HWY 484, LLC	 	Todd B. Rudnianyn; Shirley B. Rudnianyn	 	0.0050%
	31.01	 	Natixis	 	Neighborhood Storage Center 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Natixis	 	Neighborhood Storage Center 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	 	Natixis	 	Neighborhood Storage Center 19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	 	Natixis	 	Neighborhood Storage Center 17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.05	 	Natixis	 	Neighborhood Storage Center 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	Natixis	 	Fedex Building Anchorage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	Anchorage Oaks LP	 	Frank E. McGinity; Rudy P. Nodar	 	0.0050%
	33	 	Natixis	 	Casa Morada	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	MMI 82, LLC	 	Oneil Khosa	 	0.0050%
	34	 	RMF	 	Bit O Heaven MHC	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Bit O Heaven SPE, LLC	 	Randall C. Orley	 	0.0050%
	35	 	WFB	 	Sunnyoaks Industrial	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Industrial Properties LLC	 	Stephen A. Finn; Stephen A. Finn 2001 Living Trust	 	0.0050%
	36	 	RMF	 	VA Wal-Mart Shadow Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	1082 Regional Park, LLC; 601 Commonwealth, LLC	 	Gregory M. Cervenka	 	0.0050%
	36.01	 	RMF	 	Norton Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	RMF	 	Colonial Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Basis	 	Wayne Place Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Wayne Place, LLC	 	Aubrey Carter Nowell	 	0.0050%
	38	 	RMF	 	Plantation Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Prime Storage Sparkleberry, LLC	 	Robert Moser; Robert Morgan	 	0.0050%
	39	 	WFB	 	Northwood Hills Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	JBRS Capital, LP	 	Ravi Mehta; Ashok Ghandi; Tushar Patel; and Jayantilal Keshav	 	0.0050%
	40	 	WFB	 	Victorville Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Teal Development, Inc.	 	Timothy C. Huizenga; Evelyn M. Huizenga; Lawrence A. Souza; and Ann K. Souza	 	0.0050%
	41	 	RMF	 	Corners Shopping Center	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	The Corners Shopping Center L.L.C.	 	Josephine Mauro; Susanne L. Dimercurio; Salvatore A. Dimercurio; Simone Mauro	 	0.0050%
	42	 	WFB	 	Spring Mountain Plaza	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Spring Mountain Plaza, LLC	 	Mark S. Dix and the Mark S. Dix Living Trust	 	0.0050%
	43	 	RMF	 	Walgreens - Kinston	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	ABA WAG Artesian LLC; ABA WAG Campbell LLC; ABA WAG Arthur LLC	 	Steven J. Rosenberg; Terry J. Rosenberg	 	0.0050%
	44	 	WFB	 	Ingram Heights Shopping Center	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	MT San Antonio I LLC	 	Steven Pekofsky	 	0.0050%
	45	 	RMF	 	221 Glen Street Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	221 Glen Street Realty Co., LLC	 	Bruce D. Boswell; Mitchell D. Havens	 	0.0050%
	46	 	RMF	 	Walgreens - Liberty	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Ardent 6330 LLC	 	Joe Silvestre; Joe Silvestre Revocable Trust dated August 11, 1998	 	0.0050%
	47	 	SPREF	 	PetSmart - Killeen	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	Sacco of Killeen, LLC	 	Carmelo Polito; Benito Petraglia	 	0.0050%
	48	 	Natixis	 	Shoppes of Waterville Commons	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Waterville Retail Associates, L.L.C.	 	M.P. Asset Co., Ltd.	 	0.0050%
	49	 	WFB	 	Shoppes at Camelot	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Michael J. Carroll, LLC; Judith Obermeier, LLC; Robert G. Berg, LLC	 	Michael J. Carroll; Judith Obermeier; and Robert G. Berg	 	0.0050%
	50	 	WFB	 	Sunrise Lake Village II	 	NAP	 	 	 	Jason’s Deli Free Rent Reserve	 	39,892 	 	0 	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Springing	 	G5 Pearland Properties, LLC	 	Amer Boukai, an individual; Amer Boukai and Magdalena Boukai, as Co-Trustees of the Boukai Trust	 	0.0050%
	51	 	WFB	 	Stor It 4 Less - Sun Valley, CA	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Stor It 4 Less, LLC	 	Ara Aghajanian and Malya Aghajanian	 	0.0050%
	52	 	WFB	 	University Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	University Storage LLC	 	Stephen A. Finn; Stephen A. Finn 2001 Living Trust	 	0.0050%
	53	 	WFB	 	Maple Place Shopping Center	 	Cash	 	 	 	Bank of America TI/LC Reserve	 	25,000 	 	0 	 	0 	 	Cash	 	 	 	 	 	N	 	 	 	Springing	 	Maple Place Investment-Retail, L.L.C.	 	Daniel Werner and Richard D. Rosin	 	0.0050%
	54	 	WFB	 	Parkway Pavillion	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Last Train, LLC	 	Grant Beresford; Ted Beresford	 	0.0050%
	55	 	WFB	 	Cornelia Walmart Center - GA	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	T & M Investors VI, LLC	 	Donald S. Williams and Kathy S. Williams	 	0.0050%
	56	 	WFB	 	Shoppes at First Colony	 	NAP	 	 	 	Envogue TI/LC Reserve	 	0 	 	0 	 	0 	 	NAP	 	 	 	500,000 	 	N	 	 	 	None	 	Genesis Caltex, LLC	 	Jose Blatt; Lily Blatt; and the Blatt Family Trust	 	0.0825%
	57	 	RMF	 	Abilene South Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	AA Alpine Storage - Abilene South 41st, LLC	 	Tyrone B. Frazier	 	0.0050%
	58	 	WFB	 	Windswept Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	The Oaks of Rockport Venture, Ltd.	 	Louis Smith and Mark Uhr	 	0.0350%
	59	 	Basis	 	Heritage I Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Heritage Apartments I, LLC	 	Harold Kulish; Harold Kulish Trust; Sills Enterprises LLC	 	0.0050%
	60	 	RMF	 	CVS Akron	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Hard/Springing Cash Management	 	DRG Drug Stores, LLC	 	David R. Grieve	 	0.0050%
	61	 	Basis	 	Slate Run II Apartments	 	Cash	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Slate Run II LLC	 	Harold  Kulish; Harold Kulish Trust	 	0.0050%
	62	 	WFB	 	Plaza Center I & II	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Plaza Center I, LLC; Plaza Center II, LLC	 	Douglas S. Austin	 	0.0050%
	63	 	WFB	 	Hearthstone Shopping Center	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	2015 Hearthstone Realty Investors, LLC	 	Kevin Pelton and Jennifer Pelton	 	0.0050%
	64	 	WFB	 	Action Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Action Self Storage, LLC	 	Val Gregory; Abigaelogoy Irrevocable Trust	 	0.0050%
	65	 	WFB	 	Cox Creek Retail	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	Cox Creek Place, LLC	 	James F. Wessel	 	0.0725%
	66	 	WFB	 	Security Public Storage - Riverbank	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Security Public Storage - Riverbank LLC	 	Benjamin D. Eisler, Shirley E. Eisler, Allen Orwitz and Lea Orwitz, Eisler Revocable Trust, and Allen Orwitz and Lea Orwitz Revocable Trusts	 	0.0050%
	67	 	RMF	 	Trotwood	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	Springing	 	AA Alpine Storage - Trotwood, LLC	 	Tyrone B. Frazier	 	0.0050%
	68	 	WFB	 	Sandoval Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 	 	0 	 	NAP	 	 	 	 	 	N	 	 	 	None	 	Sandoval Management, L.C.	 	Ruben Sandoval	 	0.0050%


 



     


     


    

 






EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association


			as Certificate Registrar






Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – Wells Fargo Commercial Mortgage Trust 2016-C34


[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-C34, Commercial Mortgage
Pass-Through Certificates, Series 2016-C34



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage
Pass-Through Certificates, Series 2016-C34 (the “Certificates”) in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of [$_______________ aggregate [Certificate
Balance][Notional Amount]] [%___ Percentage Interest] of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 






    	Exhibit C-1



    	 



    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.             Check one of the
following:*


 


☐           The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able
to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


☐           The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.


 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 





 


 

* Purchaser must include one
of the following two certifications.


 






    	Exhibit C-2



    	 



    

 


3.             The Purchaser has
reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.             The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.             The Purchaser hereby
undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate
or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory
thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and
future.


 


6.             The Purchaser will
not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the
Pooling and Servicing Agreement.


 


7.             Check one of the
following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser
as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with
all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on the Certificate
and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees
to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as
the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes 


 





 


 





** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 











    	Exhibit C-3



    	 



    

 


obsolete,
or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it
to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.            Please make all
payments due on the Certificates:****


 


☐          (a)           by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	 	 	 
	Bank:	 	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 



 


☐          (b)           by
mailing a check or draft to the following address:


 


	 
	 
	 



 


9.           If the Purchaser
is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for
U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.





	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]




 


 


 


****Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    	Exhibit C-4



    	 



    

 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:


 






    	Exhibit C-5



    	 



    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2016-C34


[OR OTHER CERTIFICATE REGISTRAR]


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of May 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer



 








	STATE OF	)
	 	)          ss.:
	COUNTY OF	)







 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I am a [______]
of [______] (the “Purchaser”), on behalf of
which I have the authority to make this affidavit.


 


2.          The Purchaser is
acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits
(each, a “REMIC”) designated as the (i) 
“Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The Purchaser is
not a “Disqualified Organization” (as defined
below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with
a view to the transfer of direct or indirect record or beneficial ownership thereof,
to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is


 






    	Exhibit D-1-1



    	 



    

 


 any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any
of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any
organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United
States,” “State” and “international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions.


 


4.          The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The Purchaser is
a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


6.          No purpose of the
acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The Purchaser will
not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check the applicable
paragraph:


 


☐          The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)          the present value
of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the present value
of the expected future distributions on such Class R Certificate; and


 






    	Exhibit D-1-2



    	 



    

 


(iii)        the present
value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐          The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the Purchaser
is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)        at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)        the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


9.          The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The Purchaser
understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by
such Certificate.


 


11.        The Purchaser
is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    	Exhibit D-1-3



    	 



    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.          The Purchaser
represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.          The Purchaser
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The Purchaser
has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” of
each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit D-1-4



    	 



    

 



On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.





	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________







 


[SEAL]


 


My Commission expires:


	 






 






    	Exhibit D-1-5



    	 



    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS


OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo
Center


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2016-C34


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34 (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 May 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


 


(1)          No purpose of
the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)          The Transferor
understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)          The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the
Transferee has historically paid its debts as they became due and has found no significant


 






    	Exhibit D-2-1



    	 



    

 


 evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United
States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit D-2-2



    	 



    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

Loan No.:	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	

Address:	
        9062 Old Annapolis
Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

        Wells Fargo Commercial Mortgage
        Trust 2016-C34

         

	 	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-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo
Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, 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 May 1, 2016, by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as


 






    	Exhibit E-1



    	 



    

 


Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer (the “Pooling and Servicing Agreement”). 





 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 







 



The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The [Master Servicer]
[Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 


	 	 	 
	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    	Exhibit E-2



    	 



    

 



 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS) –


Wells Fargo Commercial Mortgage Trust
2016-C34


			[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-C34, Commercial Mortgage Pass-Through Certificates,
Series 2016-C34



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial Certificate Balance in the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class [E][F][G][H] Certificates issued pursuant to that certain Pooling and
Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.          The Purchaser is not and
will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no
election has been made under Section 410(d) of the Code, or any other plan subject to any federal, state or local law (“Similar
Law”) which
is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a


 






    	Exhibit F-1-1



    	 



    

 


 “Plan”) or (b) a
person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law
purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor
to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar
Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date: _________


 






    	Exhibit F-1-2



    	 



    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R 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-C34


			[OR OTHER CERTIFICATE REGISTRAR]



 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class R Certificates (the “Class R Certificate”) issued pursuant to that certain
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is not and
will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan (including an entity whose
underlying assets include Plan assets by reason of investment in the entity by such a Plan 


 



    	Exhibit F-2-1



    	 



    




 


or
Plans and the application of Department of Labor Regulation § 2510.3 101, as modified by Section 3(42) of ERISA) or using
the assets of a Plan to purchase such Class R Certificate.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _______


 






    	Exhibit F-2-2



    	 



    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT


 


 



    	Exhibit G-1



    	 



    

 



 


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation Detail	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Operating Advisor/	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations Reviewer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage	 	 	 	Wells Fargo Bank, N.A.	 	 	 	LNR Partners, Inc.

	 	 	 	Pentalpha Surveillance LLC	 	 	 
	 	 	 	Securities, Inc.	 	 	 	1901 Harrison Street	 	 	 	1601 Washington Avenue	 	 	 	PO Box 4839	 	 	 
	 	 	 		 	 	 	Oakland, CA 94612	 	 	 	Suite 700	 	 	 	Greenwich, CT 06831	 	 	 
	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 		 	 	 	Miami Beach, FL 33139	 	 	 		 	 	 
	 	 	 	Charlotte, NC 28202	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact: 	 	 	 	Contact: www.lnrpartners.com	 	 	 	Contact:      Don Simon	 	 	 
	 	 	 	Phone Number:  (866) 898-1615	 	 	 	REAM_InvestorRelations@WellsFargo.com	 	 	 	Phone Number: (305) 695-5600	 	 	 	Phone Number:   (203) 660-6100	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please
        visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register
        online for email notification when special notices are posted. For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    	Page 1 of 24



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3FX	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3FL	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-FG	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    




	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3FX	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3FL	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-FG	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24



    	 



    

 








 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-FG	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3FX	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3FL	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
    0.00  	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Current 1 Month LIBOR Rate	 	  0.00%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Next 1 Month LIBOR Rate	 	  0.00%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	Controlling Class Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 Controlling
    Class:	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 Effective
    as of: mm/dd/yyyy	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Representative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective
    as of: mm/dd/yyyy 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee
    - Wells Fargo Bank, N.A. 	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee    - Wilmington Trust National
    Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee   -
    Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee   - Pentalpha
        Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Asset Representations Reviewer Fee
        - Pentalpha Surveillance LLC  	0.00	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24



    	 



    







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 8 of 24



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	- One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	- Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	- Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

     Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24



    	 



    



 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24



    	 



    

 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 

	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2016-C34


Commercial Mortgage Pass-Through Certificates

Series 2016-C34	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    





 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 





[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2016-C34, 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-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class [__]



 





Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that: 








 


 



 


		*	Select appropriate depository.



 








    	Exhibit I-1



    	 



    




 


(1)          the offer of the Certificates
was not made to a person in the United States;


 


[(2)         at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


	cc:    Wells Fargo Commercial Mortgage Securities, Inc.	 



 





 



 


**      Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	Exhibit I-2



    	 



    

 




EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)         the offer of the
Certificates was not made to a person in the United States,


 



     Exhibit J-1


     

    




 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated: ________


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 


*    Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 



     Exhibit J-2


     

    




  


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 





 



 


*     Select
appropriate depository.


 


 



     Exhibit K-1


     

    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



     Exhibit K-2


     

    




 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 



 





*     Select,
as applicable.


 











    Exhibit L-1


     

    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers.  


	 	 	 	 	 
	 	Dated:	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.








  



     Exhibit L-2


     

    




 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)         the offer of the
Certificates was not made to a person in the United States;


 





 



 





*     Select
appropriate depository.


  



     Exhibit M-1


     

    




 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)         no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 





**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



     Exhibit M-2


     

    









 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)         the offer of the
Certificates was not made to a person in the United States,


 



     Exhibit N-1


     

    




 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 





*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



     Exhibit N-2


     

    









 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-C34


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 



     Exhibit O-1


     

    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



     Exhibit O-2


     

    




 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C34 


			trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
         The undersigned is a Certificateholder, a beneficial owner or
prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment advisor or manager or other
representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.          The undersigned
is not a Borrower Party.


 


5.         
The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the
“Information”) on the Certificate Administrator’s Website and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the
Pooling and Servicing Agreement. In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and
otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior


 



     Exhibit P-1A-1


     

    

 


written consent of the Depositor, be otherwise disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that
the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



     Exhibit P-1A-2


     

    




 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C34 Asset Manager	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        Wells Fargo Commercial Mortgage Trust Series 2016-C34

         trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue,
Suite 700 

        Miami, Florida 33139 

        Attention: Thomas
F. Nealon, Esq., 

        Steven A. Rivers,
Esq. and Job Warshaw 
	
        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-C34 

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-C34	
        Pentalpha Surveillance
LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: Don Simon, Chief Operating 

        Officer

         



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:



     Exhibit P-1B-1


     

    




 


1.          The undersigned
is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The undersigned
has received a copy of the Prospectus.


 


3.          The undersigned
is not a Borrower Party.


 


4.          The undersigned
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic


 



     Exhibit P-1B-2


     

    

 


click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



     Exhibit P-1B-3


     

    




 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C34 


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-C34 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, 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


 



     Exhibit P-1C-1


     

    

 


Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. 


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



     Exhibit P-1C-2


     

    




 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C34 Asset Manager	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C34 

        trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue,
Suite 700 

        Miami, Florida 33139 

        Attention: Thomas
F. Nealon, Esq., 

        Steven A. Rivers,
Esq. and Job Warshaw

        
	
        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-C34

		 
	
        Wilmington Trust,
National Association 

        1100 North Market
Street 

        Wilmington, Delaware
19890 

        Attention: WFCM 2016-C34

         
	
        Pentalpha Surveillance
LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating 

        Officer 



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 



     Exhibit P-1D-1


     

    




 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The undersigned
has received a copy of the Prospectus.


 


4.          Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the


 



     Exhibit P-1D-2


     

    

 


related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


10.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



     Exhibit P-1D-3


     

    

 





EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


	

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C34 Asset Manager	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2016-C34

        trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue,
Suite 700

        Miami, Florida 33139

        Attention: Thomas
F. Nealon, Esq.,

        Steven A. Rivers, Esq. and
        Job Warshaw

         
	
        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-C34

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: WFCM 2016-C34
	
        Pentalpha Surveillance
LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating Officer



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C34, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


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)”):


 






    Exhibit P-1E-1 


     


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As of the date
above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees
hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling
Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding 

Certificate Balance	Initial Certificate

 Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.          Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a 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


 



    Exhibit P-1E-2 


     


    

 


the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.        The undersigned
is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement,
requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and
shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling
Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 






    Exhibit P-1E-3 


     


    

 


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-C34

        trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@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-C34



 

		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
Series 2016-C34



 


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-C34 securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 







 


4.          The undersigned acknowledges
that it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded
Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination
of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit
P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



















 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 
	Name:	 
	Title: 	 













 






    Exhibit P-1F-2 


     


    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


	

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 

14th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2016-C34 Asset Manager	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2016-C34 

        trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue,
Suite 700

        Miami, Florida 33139

        Attention: Thomas
F. Nealon, Esq.,

        Steven A. Rivers,
Esq. and Job Warshaw
	
        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-C34

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: WFCM 2016-C34
	
        Pentalpha Surveillance
LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating Officer



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
has been appointed to act as the Directing Certificateholder.


 


2.          The undersigned
is not a Borrower Party.


 


3.          If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been 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.


 






    Exhibit P-1G-1 


     


    

 


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-C34


 


	Attention:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34______________



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has provided the
Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has access to the Depositor’s 17g-5 website; and


 


c.          agrees that the
confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1 


     


    

 





ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through
Certificates, Series 2016-C34 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, and
the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the
“NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under
the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s
17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing
Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    Exhibit P-2-2 


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    Exhibit P-2-3 


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 



    Exhibit P-2-4 


     


    




  





EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C34


 


	Attention:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34______________



 


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 May 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited or Thomson Reuters Corporation,
a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental
notices on www.ctslink.com (“CTSLink”) by request
of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 






    Exhibit P-3-1 


     


    

 





			 liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.




 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2 


     


    

 





EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that [(i) subject to the final proviso of the definition
of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) 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 and appear regular on their face and appear to be executed
and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.]


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    Exhibit Q-1 


     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra




 


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

E-mail: britt.johnson@fitchratings.com


  


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


  


LNR Partners, LLC


1601 Washington Avenue, Suite
700


Miami, Florida 33139


Attention: Thomas F. Nealon,
Esq., Steven A. Rivers, Esq. and Job Warshaw


(via email to: tnealon@lnrproperty.com, srivers@lnrproperty.com,
and

 jwarshaw@lnrproperty.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-C34 Asset Manager


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2016-C34


 






    Exhibit Q-2 


     


    

 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C34


  


Prime Finance CMBS B-Piece Holdco I, L.P.


1330 Avenue of the Americas, Suite 2700


New York, New York 10019


Attention: Luke Dann


Facsimile: (212) 320-0288


Email: ldann@primefinance.com







  


with a copy to:


 


Prime Finance Administration


1330 Avenue of the Americas, Suite 2700


New York, New York 10019


Attention: Jon W. Brayshaw





Facsimile: (212) 504-7927


Email: jbrayshaw@primefinance.com




 






    Exhibit Q-3 


     


    







 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


  


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2016-C34 Asset Manager

Telecopy Number: (704) 715-0036


 


 





SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2016-C34, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of May 1, 2016 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer
hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true
and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with
all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the
documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    Exhibit R-1-1 


     


    

 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 


3.          The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The
completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.          The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.          The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    Exhibit R-1-2 


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.        With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.        The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.        The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or



 






    Exhibit R-1-3 


     


    

 





			 condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.




 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or


 



    Exhibit R-1-4 


     


    

 


disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C34 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-C34
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:





	 	 
	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 







 






    Exhibit R-1-5 


     


    

 





	STATE OF DELAWARE	 	)
	 	 	)        ss.:
	COUNTY OF	 	)







 





On ____________________,
before me, __________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 










 



    Exhibit R-1-6 


     


    




 





EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC


1601 Washington Avenue, Suite
700


Miami, Florida 33139


Attention: Thomas F. Nealon,
Esq., Steven A. Rivers, Esq. and Job Warshaw


 


 








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 May 1, 2016 (the “Agreement”) by and among Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners,
LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator,
the Trustee and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the Wells
Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34, hereby constitutes and
appoints the Special Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO Properties”)
administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1
through 13 below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may
only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement. 


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or
other negotiable instruments made payable to the Trustee and to draw upon, replace, substitute, release or amend letters of credit
standing as collateral securing any Mortgage Loan.



 


		2.	The modification
or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting
such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered
after such



 






    Exhibit R-2-1 


     


    

 





			 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 any property to the mortgage insurer, or the closing
of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property, or conveyance of
title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests
in any Mortgage or the related promissory note, and in the proceeds thereof, by way of, including but not limited to, taking title
to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of
judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation,
or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution
and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction
actions or proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit
of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following
acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;




 


		b.	the preparation and issuance of statements of breach or non-performance;




 


		c.	the preparation and filing of notices of default and/or notices of sale;




 






    Exhibit R-2-2 


     


    

 


		d.	the cancellation/rescission of notices of default and/or notices of sale;




 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;




 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;




 


		g.	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;



  


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage 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.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	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 or other security



 






    Exhibit R-2-3 


     


    

  


document
in the related Mortgage File or the related Mortgaged Property and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



  


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 






    Exhibit R-2-4 


     


    

 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of
Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. 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.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C34 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-C34


 





	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	Name:	 







 









    Exhibit R-2-5 


     


    




	 	 
	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 





 



    Exhibit R-2-6 


     


    




 


	STATE OF DELAWARE	 	)
	 	 	)        ss.:
	COUNTY OF	 	)





 


On ____________________,
before me, __________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.





	 	 
	Notary signature	 







  









    Exhibit R-2-7 


     


    

 



EXHIBIT
S


 


INITIAL
SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion
    Holder
	Regent
    Portfolio Whole Loan	NOTE A-2

         

        Natixis Real Estate Capital
        LLC

         

        NOTICE ADDRESS:

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Khaled Mohiuddin

        Facsimile: (212) 891-5777

         

        with a copy to:

         

        Natixis Real Estate Capital
        LLC

        Office of Chief Operating
        Officer

        1251 Avenue of the Americas

        New York, New York 10020

        Facsimile: (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

         

        for legal notices, with
        a copy to:

         

        legal.notices@us.natixis.com

         

	Congressional
    North Shopping Centre & 121 Congressional Lane Whole Loan	NOTE B

         

        Congressional B Note
        HoldCo, LLC

         

        NOTICE ADDRESS:

        MSC - Congressional B
        Note HoldCo, LLC

        c/o Morrison Street Capital




 



    Exhibit S-1


     

    

 





		

        121 SW Morrison Street

        Portland, Oregon 97204

        Attention: Loan Servicing
        Department

         

        with a copy to:

         

        Shipman & Goodwin
        LLP

        One Constitution Plaza

        Hartford, Connecticut
        06103

        Attention: Kathleen Mylod

         



 



    Exhibit S-2


     

    

 


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: CGCMT 2016-P3 Asset Manager

Facsimile Number: (704) 715-0036


 


VIA FACSIMILE


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C34,

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-C34



 


Ladies and Gentlemen:


 


As
you know, Wells Fargo Bank, National Association, acts as the master servicer (the “Lead Master
Servicer”) for the whole loan secured by the mortgaged property identified as the Marriott Monterey (the “Subject
Whole Loan”) under the pooling and servicing agreement relating to Citigroup Commercial Mortgage Trust 2016-P3 (the
“Lead PSA”). This is to inform you that Note [A-2] of the Subject Whole Loan (the “Subject Mortgage
Loan”) has been transferred to Wells Fargo Commercial Mortgage Trust 2016-C34 pursuant to that certain Pooling and Servicing
Agreement, dated May 1, 2016 (the “2016-C34 Pooling Agreement”)
by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “2016-C34 Master Servicer”),
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “2016-C34 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2016-C34 Trustee”), and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, and that the 2016-C34 Trustee is the holder of the Subject Whole Loan.


 


The
undersigned, as 2016-C34 Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject
Whole Loan, to remit to the 2016-C34 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2016-C34 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-C34 Pooling Agreement) and the Lead PSA.


 


The
Subject Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the 2016-C34 Pooling Agreement) under the
2016-C34 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-C34, Commercial
    Mortgage Pass-Through Certificates, Series 2016-C34
	 	 	 
	 	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

E-mail: britt.johnson@fitchratings.com


 


Moody’s Investors
Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing
                                         Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as
                                         Operating Advisor and as Asset Representations Reviewer.



 


Date:_________,
20___


 



    Exhibit U-1


     

    

 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C34

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                                ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)  Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)  Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The
defeasance was consummated on __________, 20__.


 


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    Exhibit U-2


     

    

 


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)        The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 



    Exhibit U-3


     

    

 


(ix)         The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)          The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     

    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	 	 	 
	 	[________________]
	 	as Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit U-5


     

    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date:
This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”).

Transaction: Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: LNR Partners, LLC

Directing Certificateholder: [______]


 





		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [__] Specially Serviced Loans
                                         were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[__]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [__] of such Specially Serviced Loans. This
                                         report is based only on the Specially Serviced Loans in respect of which an Asset Status
                                         Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially
Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not]
believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing
Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


 





1
This report is an indicative report and does not reflect the final
form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization
and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.


 



    Exhibit V-1


     

    

 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the Special Servicer’s assessment of compliance report,
                                         attestation report by a third party regarding the Special Servicer’s compliance
                                         with its obligations and net present value calculations and Appraisal Reduction calculations
                                         and [LIST OTHER REVIEWED INFORMATION] for the following [__] Specially Serviced Loans:
                                         [List related mortgage loans]



 


		2.	Consulted
                                         with the Special Servicer as provided under the Pooling and Servicing Agreement. The
                                         Operating Advisor’s analysis of the Asset Status Reports (including related net
                                         present value calculations and Appraisal Reduction calculations) related to the Specially
                                         Serviced Loans should be considered a limited investigation and not be considered a full
                                         or limited audit. For instance, we did not review each page of the Special Servicer’s
                                         policy and procedure manuals (including amendments and appendices), re-engineer the quantitative
                                         aspects of their net present value calculator, visit any property, visit the Special
                                         Servicer, visit the Directing Certificateholder or interact with any borrower. In addition,
                                         our review of the net present value calculations and Appraisal Reduction calculations
                                         is limited to the mathematical accuracy of the calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas, and as such, does not take
                                         into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the Special Servicer regarding its
                                         strategy plan for a limited number of issues related to the following Specially Serviced
                                         Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
                                         and recommended alternative courses of action to the extent it deemed such observations
                                         and recommendations appropriate. The Special Servicer [agreed with/did not agree with]
                                         the material recommendations made by the Operating Advisor. Such recommendations generally
                                         included the following: [LIST].



 


		3.	Appraisal
                                         Reduction calculations and net present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction or net present value calculations used in
                                         the Special Servicer’s determination of what course of action to take in connection
                                         with the workout or liquidation of a Specially Serviced Loan prior to the utilization
                                         by the Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 



    Exhibit V-2


     

    

 


		b.	After
                                         consultation with the Special Servicer to resolve any inaccuracy in the mathematical
                                         calculations or the application of the non-discretionary portions of the related formula
                                         in arriving at those mathematical calculations, such inaccuracy [has been/ has not been]
                                         resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
                                         Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
                                         Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
                                         directly. As such, the Operating Advisor generally relied upon the information delivered
                                         to it by the Special Servicer as well as its interaction with the Special Servicer, if
                                         any, in gathering the relevant information to generate this report.



 


		2.	The
                                         Special Servicer has the legal authority and responsibility to service the Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of the discussions held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		4.	There
                                         are many tasks that the Special Servicer undertakes on an on-going basis related to Specially
                                         Serviced Loans. These include, but are not limited to, assumptions, ownership changes,
                                         collateral substitutions, capital reserve changes, etc. The Operating Advisor does not
                                         participate in any discussions regarding such actions. As such, Operating Advisor has
                                         not assessed the Special Servicer’s operational compliance with respect to those
                                         types of actions.



 


		5.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 



    Exhibit V-3


     

    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

  as Trustee

1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Trustee WFCM 2016-C34

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-C34

Telecopy Number: (410) 715-2380


 


LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami,
Florida 33139


Attention:
Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C34,

                                         Recommendation of Replacement of Special Servicer



Ladies and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
Mortgage Pass-Through Certificates, Series 2016-C34 (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is


 



    Exhibit W-1


     

    

 


our
assessment that LNR Partners, LLC, in its current capacity as Special Servicer, is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be
appointed its successor in such capacity.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:



 


Dated:


 




    Exhibit W-2


     

    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C34 Asset Manager

Telecopy Number: (704) 715-0036]


 


[LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami,
Florida 33139


Attention:
Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw]


 


		Re:	Access
                                         to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-C34



 


Ladies and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/LNR Partners, LLC (“LNR”)] understands
that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo/LNR] 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/LNR] by
third parties, (b) may not have been verified by [Wells Fargo/LNR], and (c) may be incomplete or contain inaccuracies. The Company
agrees that [Wells Fargo/LNR], the [“Master


 



    Exhibit X-1


     

    

 





[_____] [__], 20[__]

Page 2


 


Servicer”/“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/LNR]’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/LNR]; (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/LNR]; (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/LNR]’s election): (i) responses to reasonable written
inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/LNR]’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/LNR] 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/LNR] 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/LNR] shall cease to provide the
Company with Confidential Information if [Wells Fargo/LNR] has actual knowledge that the Company or its Representatives are affiliates
of any borrower under the Mortgage Loan documents and [Wells Fargo/LNR] 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/LNR]’s remedies
hereunder, at law or at equity, are cumulative and may be combined.


 


The Company
agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever
to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose)
who have a need to know the information, or as otherwise required by applicable law, court order or any governmental agency or
regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of
the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being
a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable
measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information
confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the
foregoing, the Company may subsequently provide all or any part of such Confidential


 



    Exhibit X-2


     

    

 





[_____] [__], 20[__]

Page 3


 


Information
to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if
such person or entity confirms such ownership interest or prospective ownership interest and provided that, prior to the
delivery of such Confidential Information, such persons shall have executed and delivered to the Company an agreement that is
substantially similar in form and substance to this agreement.


 


This letter
agreement shall be governed by and construed in accordance with the laws of the State of New York without the application of conflict
of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/LNR] 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/LNR]’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:]
	 	 	 
	 	[LNR PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]









 


	CONFIRMED AND AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exhibit X-4


     

    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities,
Inc., the depositor into the above-referenced Trust, certify that:


 


		1.	I have
                                         reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial
                                         Mortgage Trust 2016-C34 (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) LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer; and (B) C-III Asset Management LLC, as Non-Serviced Special Servicer,
Wilmington Trust, National Association, as Non-Serviced Trustee, Citibank, N.A., as Non-Serviced Certificate Administrator, and
Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor and as Non-Serviced Asset Representations Reviewer of the Marriott
Monterey 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-C34 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, certifies to [_______], Wells Fargo Commercial Mortgage Securities, Inc. and its
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I have reviewed
                                         the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”),
                                         and all reports on Form 10-D and Form 8-K to be filed in respect of periods included
                                         in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”),
                                         of the Trust;



 


		2.	To my knowledge,
                                         the Reports taken as a whole, do not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by the Annual Report;



 


		3.	To my knowledge,
                                         the distribution information required to be provided by the Certificate Administrator
                                         under the Pooling and Servicing Agreement for inclusion in the Reports is included in
                                         the Reports;



 


		4.	I am responsible
                                         for reviewing the activities performed by the Certificate Administrator under the Pooling
                                         and Servicing Agreement and based on my knowledge and the compliance reviews conducted
                                         in preparing the Certificate Administrator compliance statements required for inclusion
                                         on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports,
                                         the Certificate Administrator has fulfilled its obligations in all material respects
                                         under the Pooling and Servicing Agreement; and



 



    Exhibit Z-1-1


     

    

 


		5.	The report
                                         on assessment of compliance with servicing criteria applicable to the Certificate Administrator
                                         for asset-backed securities with respect to the Certificate Administrator or any Servicing
                                         Function Participant retained by the Certificate Administrator and related attestation
                                         report on assessment of compliance with servicing criteria applicable to it required
                                         to be included in the annual report on Form 10-K for the Relevant Period in accordance
                                         with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
                                         to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
                                         of noncompliance described in such reports have been provided to the Depositor for disclosure
                                         in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit Z-1-2


     

    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2016-C34 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the Master Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be
                                         made by the Special Servicer in the special servicer backup certificate delivered by
                                         the Special Servicer relating to the Relevant Period, all servicing information and all
                                         reports (the “Servicer
                                         Reports”) required to be submitted by the Master Servicer to the Certificate
                                         Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement
                                         for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
                                         in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to
                                         the Certificate Administrator for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I am,
                                         or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect
                                         to the Master Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Master Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 



    Exhibit Z-2-1


     

    

 


		4.	The accountants
                                         that are to deliver the annual attestation report on assessment of compliance with the
                                         Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s
                                         fiscal year _____ have been provided all information relating to the Master Servicer’s
                                         assessment of compliance with the Relevant Servicing Criteria in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 


		5.	The report
                                         on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn
dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit Z-2-2


     

    

 


Exhibit
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2016-C34 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of LNR PARTNERS, LLC as Special Servicer under that certain Pooling
and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer,
on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         have been submitted by the Special Servicer to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I am,
                                         or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect
                                         to the Special Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


		4.	The accountants
                                         that are to deliver the annual attestation report on assessment of compliance with the
                                         Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s
                                         fiscal year _____ have been provided all information relating to the Special Servicer
                                         assessment of compliance with the Relevant Servicing Criteria, in order



 



    Exhibit Z-3-1 


     

    

 


to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


		5.	The report
                                         on assessment of compliance with servicing criteria applicable to the Special Servicer
                                         for asset-backed securities with respect to the Special Servicer or any Servicing Function
                                         Participant retained by the Special Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 
	 	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-C34 (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 May 1, 2016 (the
“Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association, as
certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, certifies to [______], Wells Fargo Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2016-C34 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC
(the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated
as of May 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National
Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Pentalpha Surveillance LLC, as Operating Advisor and as asset representations reviewer, on behalf
of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on
                                         my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) have been
                                         submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on
                                         my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
                                         as a whole, does not contain any untrue statement of a material fact or omit to state
                                         a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The accountants
                                         that are to deliver the annual attestation report on assessment of compliance with the
                                         Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s
                                         fiscal year ________ have been provided all information relating to the Operating Advisor’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 



     Exhibit Z-5-1


     


    

 


		4.	The report
                                         on assessment of compliance with servicing criteria applicable to the Operating Advisor
                                         for asset-backed securities with respect to the Operating Advisor or any Servicing Function
                                         Participant retained by the Operating Advisor and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	PENTALPHA SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



     Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2016-C34 (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 May 1, 2016
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as
trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [______], Wells Fargo
Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	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-C34 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC
(the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”) and Pentalpha Surveillance LLC, as operating advisor and as
Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Z-7-1


    	 



    

 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	PENTALPHA SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Z-7-2


    	 



    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	 	 	 
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (as applicable)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
(as applicable)1

Master Servicer

Special Servicer




 





 



 


1 Only to the extent that the
Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 



    Exhibit AA-1


    	 



    

 





	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    Master Servicer

    Special Servicer

    

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
    Administrator

    Master Servicer

    Special Servicer

    

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer

    

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer

    

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer

    

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer

    

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
    Servicer

    Special Servicer

    











 



    Exhibit AA-2


    	 



    

 








	 	documents.	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer

    

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer

    

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer

    

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A







  


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.



 



    Exhibit AA-3


    	 



    

 





EXHIBIT BB


 


ADDITIONAL FORM
10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2016-C34 Pooling and
Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB. 


 


	Item
    on Form 10-D	Party
    Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·    Item
1121(a)(13) of Regulation AB

         
	·    Certificate
    Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·    Item
1121(a)(14) of Regulation AB 

        ·    Item
1121(d) of Regulation AB 

        ·    Item
1121(e) of Regulation AB 

         
	
        ·    Certificate Administrator

         

        ·    Depositor

         

        ·    Asset Representations
        Reviewer

         

	
        Item 2: Legal Proceedings:

         

        ·    Item
1117 of Regulation AB (it being acknowledged that such Item 1117
	
        ·    Master Servicer (as
        to itself)

         

        ·    Special
Servicer (as to itself)

         



 






    Exhibit BB-1


    	 



    




 


	requires disclosure only of proceedings described therein that are material to security holders)	
        ·    Certificate Administrator
        (as to itself)

         

        ·    Trustee (as to itself)

         

        ·    Depositor (as to
        itself)

         

        ·    Operating Advisor
        (as to itself)

         

        ·    Any other Reporting
        Servicer (as to itself)

         

        ·    Trustee/Certificate
        Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·    Each Mortgage Loan
        Seller as sponsor (as defined in Regulation AB)

         

        ·    Originators under
        Item 1110 of Regulation AB

         

        ·    Party under Item
        1100(d)(1) of Regulation AB

         

	Item 3:  Sale of Securities and Use of Proceeds



	·    Depositor
	Item 4:  Defaults Upon Senior Securities



	·    Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders



	·    Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·    Item 1112(b)
        of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO

	·    Master Servicer


 






    Exhibit BB-2


    	 



    




 


	
        Property (as applicable), and quarterly and annual financial
        statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that
        for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and
        interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ·    Item
1124 of Regulation AB.

         
	·    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ·    Item
1114(b)(2) and Item 1115(b) of Regulation AB 

         
	·    Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·    Certificate Administrator,
        Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
        with respect to such information pursuant to Exhibit DD.

         

        ·    Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date) 

        ·    Master Servicer (with
        respect to the balance of the Collection Account as of the related




 






    Exhibit BB-3


    	 



    




 


	 	
        Distribution
Date and the preceding Distribution Date) 

        ·    Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

        ·    Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·    Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·    Certificate Administrator

        ·    Depositor

         

        provided that, in each case,
that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided, further, in each
case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
then the Depositor shall be the responsible party. 

	
Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote
        of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-

        
	·    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.


 






    Exhibit BB-4


    	 



    




 


	K), but only if the party that is the “Party Responsible”  with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement.

	·    Depositor
	
Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

	·    Certificate Administrator 
	
Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

	·    Not Applicable.
	
Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).

	·    Not Applicable.
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


 






    Exhibit BB-5


    	 



    

 


EXHIBIT CC


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2016-C34 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item
    on Form 10-K	Party
    Responsible
	
        Item 1B: Unresolved Staff Comments

         

         

         
	·     Depositor
	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure” 
	·     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.


 






    Exhibit CC-1 


     

    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”. 

         
	
        ·     The applicable Mortgage
        Loan Seller.

         

         

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”. 

         
	·     The Depositor	 


  



    Exhibit CC-2 


     

    

 





	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ·     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the
extent that is has not previously been reported as “Additional Form 10-D Information”. 

         
	·     Master Servicer 	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items 1114(b)(2)
        and 1115(b) of Regulation AB 

          
	·     Depositor


 






    Exhibit CC-3 


     

    




	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item 1117 of
        Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)

         
	
        ·     Master Servicer (as
        to itself)

         

        ·     Special Servicer
        (as to itself)

         

        ·     Certificate Administrator
        (as to itself)

         

        ·     Trustee (as to itself)

         

        ·     Depositor (as to
        itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each Mortgage Loan
        Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators under
        Item 1110 of Regulation AB

         

        ·     Party
under Item 1100(d)(1) of Regulation AB 

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
of Regulation AB, 
	
        ·     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer
or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)). 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Trustee 

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer 



 






    Exhibit CC-4 


     

    

 





	
         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-C34 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-C34 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-C34 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was 
	
        ·     The
Depositor 

        ·     Each Mortgage Loan
        Seller

         



 






    Exhibit CC-6 


     

    







	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c) of Regulation
        AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”. 

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor


 






    Exhibit CC-7 


     

    

 





	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Trustee 

        ·     Certificate
Administrator 

        ·     Depositor

         

        provided that, in
        each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing
        Agreement

         

        provided, further, in each
case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
then the Depositor shall be the responsible party.

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K) 
	·     Not Applicable.


 


 



    Exhibit CC-8 


     

    

 





	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item
601 of Regulation S-K) 
	·     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a
Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K). 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
Agreement. 
	·     Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	
        ·     Master
Servicer 

        ·     Special
Servicer 

        ·     Depositor 

        ·     Any other Servicing
        Function Participant

         

        provided, however,
in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
to the extent that such party is required to deliver or cause the delivery of the related attestation report. 



 


 



    Exhibit CC-9 


     

    

 





	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of
Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on
behalf of a party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K). 
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item
601 of Regulation S-K). 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with
servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of
Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K). 
	·     Depositor


  



    Exhibit CC-10 


     

    

 





	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K) 
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601
of Regulation S-K). 
	·     Not Applicable.	 
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor] 

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor]

         



 






    Exhibit CC-11 


     

    

 


EXHIBIT DD


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate
Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on
the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and
to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that relates
to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer,
as the case may be. For this Series 2016-C34 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item
    on Form 8-K	Party
    Responsible
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor, except
        as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement 



 






    Exhibit DD-1 


     

    




 


	 	       that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·     Depositor 

        ·     Certificate
Administrator 



 


 



    Exhibit DD-2 


     

    

 





	Item 3.03: Material Modification to Rights of Security Holders	·     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01: ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee 

        ·     Depositor 

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·     Certificate
Administrator 

        ·     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
Servicer (as to a party appointed by the Master Servicer) 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor 

        ·     Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	·     Depositor
	Item 7.01: Regulation FD Disclosure	·     Depositor
	Item 8.01: Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601
of Regulation S-K) 
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the 
	
        ·     Certificate
        Administrator

         

            provided that, in each case,
that this shall in  



 



    Exhibit DD-3 


     

    




 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding
non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of
Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on
behalf of a party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 
	Item 15: Exhibits (no. 99)	·     Not Applicable.


 


 



    Exhibit DD-4 


     

    

 





	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601
of Regulation S-K).
	·     Not Applicable.


 






    Exhibit DD-5 


     

    




 


EXHIBIT
EE


ADDITIONAL
DISCLOSURE NOTIFICATION




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS) (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-C34—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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, the undersigned, as [          ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


Any
inquiries related to this notification should be directed to [               ], phone number: [               ]; email address: [               ].


	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	
	 	 	Name: 
	 	 	Title:






cc:
Depositor



     Exhibit EE-1


     


    




EXHIBIT
FF


INITIAL
SUB-SERVICERS


 


		1.	Bellwether
Enterprise Real Estate Capital, LLC



 


		2.	Bernard
Financial Corporation



 


		3.	Holliday
Fenoglio Fowler, L.P.



 


		4.	NorthMarq
Capital, LLC



 



     Exhibit FF-1


     


    







 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	Bellwether
                                         Enterprise Real Estate Capital, LLC



		2.	Holliday
                                         Fenoglio Fowler, L.P.



 



     Exhibit GG-1


     


    




EXHIBIT
HH


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 (the “Trust”)


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners,
LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association,
as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].
	 	 	 











	Date:	 	 



 


[WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer]

[LNR PARTNERS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 





	By:		 
	 	Name:

    Title:	 



  



     Exhibit HH-1


     


    




EXHIBIT
II


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and





 



1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.






     Exhibit II-1


     


    

[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


[Date of Certification] 


	 	 
	 	[Name
    of Reporting Servicer]
	 	 
		By:	
	 		Name:

    Title:









     Exhibit II-2


     


    




 EXHIBIT
JJ


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:


Commercial
Real Estate Finance Council, Inc.


900
7th Street, NW, Suite 820


Washington,
DC 20001


Attn:
President


 


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-C34, 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-C34	 	 	 	 	 	$		 	 	 	 		$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$		 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$	
	 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	WFCM
    2016-C34	 	 	 	 	 	$		 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$		 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$	
	 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	WFCM
    2016-C34	 	 	 	 	 	$		 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$		 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	 	 	 	$	
	 	 	 	 	 	$		 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  



     Exhibit KK-1


     


    




  


EXHIBIT
LL


 


[RESERVED]


 






     Exhibit LL-1


     


    

 


EXHIBIT
MM


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM





FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2016-C34—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 May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


[With
respect to the Collection Account and REO Account balance information:


	Account
    Name	Beginning
                                         Balance as of 

        MM/DD/YYYY
	Ending
                                         Balance as of 

        MM/DD/YYYY

	Master
    Servicer’s

Collection Account	 	 
	REO
    Account	 	 


 



     Exhibit MM-1


     


    




List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


Any
inquiries related to this notification should be directed to [                          ], phone number: [                          ]; email address: [                          ].


	 	[NAME
                    OF PARTY], as [role]


	 	 
		By:	
	 		Name:

    Title:


 

cc:
Depositor






     Exhibit MM-2


     


    




EXHIBIT
NN


Form
of notice of purchase of 

controlling class certificate


[Date]


Wells
Fargo Bank, National Association
           as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2016-C34


Wells
Fargo Bank, National Association

          as Master Servicer 


Commercial
Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C34 Asset Manager

Telecopy Number: (704) 715-0036


LNR
Partners, LLC

          as Special Servicer


1601
Washington Avenue, Suite 700


Miami,
Florida 33139


Attention:
Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


Pentalpha
Surveillance LLC

          as Operating Advisor


375
N. French Road, Suite 100


Amherst,
New York 14228


Attention:
Don Simon, Chief Operating


 


		Re:	Officer Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of May 1,
2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer



This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates,

 



     Exhibit NN-1


     


    

 


representing [_____]% of the Class
[__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:







	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact
Info: [Tel/Email]	 





		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.





	 	Very
                    truly yours,


	 	 
	 	(Transferee)
	 	 
		By:	
	 		Name:

    Title:






     Exhibit NN-2


     


    

EXHIBIT
OO


 






FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


To:
[Addresses of Recipients]

 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34



 


Ladies
and Gentlemen: 


 


In accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following
Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [•] Test failures] with
                                         respect to the Delinquent Loans.



		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 


	 	PENTALPHA
                    SURVEILLANCE LLC,

                              as Asset Representations Reviewer


	 	 
		By:	
	 		Name:

    Title:


 





 



 





1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






     Exhibit OO-1


     


    

  


Exhibit
A


 


Detailed
Scorecard

[Template Example Below] 


 


	Test
                                         failures

         

	Loan
    #	Loan

Name	R&W

#	R&W
    Name	Test

#	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 


 



     Exhibit OO-2


     


    




 


EXHIBIT
PP


FORM
OF ASSET REVIEW REPORT SUMMARY BY THE ASSET REPRESENTATIONS REVIEWER1


To:
[Addresses of Recipients]


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34



Ladies
and Gentlemen:


In accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following
Asset Review Report Summary.


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [•] Test failures] with
                                         respect to the Delinquent Loans.



		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 


 


 


 


 


 


 





	 	PENTALPHA
SURVEILLANCE LLC,

                              as Asset Representations Reviewer


	 	 
		By:	
	 		Name:

    Title:





 





 



 





1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify
or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement,
including without limitation, provisions relating to Privileged Information.


 






     Exhibit PP-1


     


    

  


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 





	Test failures


 



	Loan #	Loan Name	Representations

and Warranty #	Representation and

Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	
        44

        32
	Lease Estoppels	44c
	Due on Sale or Encumbrance	32b




 






     Exhibit PP-2


     


    

  


EXHIBIT
QQ


 




ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Asset Representations Reviewer
(“ARR”) shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure,
a “Test”). Capitalized terms used herein but not defined herein have the meaning set forth in the Pooling and
Servicing Agreement or, solely with respect to a representation and warranty, the meaning set forth in the related Mortgage Loan
Purchase Agreement. For the avoidance of doubt, in connection with the performance of the following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the ARR shall not be responsible
                                         for any investigation or review beyond that set forth in the applicable Test related
                                         to such representation and warranty;



 


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the ARR will be permitted to engage a qualified consultant (at
                                         the ARR’s own expense) to perform a review of the applicable policy, and will be
                                         allowed to rely upon the conclusions of the consultant when making a determination as
                                         to whether there is a Test pass.



 


	(C)	The
                                         ARR shall be under no duty to provide or obtain a legal opinion, legal review or legal
                                         conclusion;



 


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;




 


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the ARR in testing is the document that is dated as of the Closing Date or,
                                         if none, the document closest prior to the Closing Date;




 


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the ARR shall take
                                         into account any exceptions to such representation and warranty described in a Mortgage
                                         Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed
                                         to have occurred with respect to such Test if the sole reason for not satisfying the
                                         applicable Test is caused by such exception(s); and




 


	(G)	A
                                         failure of a Test could result from (i) an affirmative determination by the ARR that
                                         the Test failed to achieve a Test pass, or (ii) a determination by the ARR that the documentation
                                         included in the Review Materials is not sufficient to perform the Test after the application
                                         of Section 12.01(b)(vii), if applicable.



 


	(H)	A
                                         determination by the ARR of a Test pass or a Test failure shall not constitute a determination
                                         by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether
                                         the Trust should enforce any rights it may have against the applicable Mortgage Loan
                                         Seller.




 


The
ARR will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan. Notwithstanding the required Tests, the ARR will not be required to review any information
other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The ARR may, but
is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the Pooling and Servicing
Agreement. If the ARR considers Unsolicited Information, the ARR shall take into account such Unsolicited Information, in addition
to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test
pass.


 


    	QQ-1



    	 



    

 







	Representations
    and Warranties	          Test	Review
    Materials
	1.
    Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would
    constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement,
    (i) a copy of the mortgage file for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals,
    environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates,
    legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such
    Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set
    forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the Mortgage
    Loan Seller shall not be required to deliver any attorney client privileged communication, draft documents or any documents
    or materials prepared by it or its affiliates for internal uses, including without limitation, credit committee briefs or
    memoranda and other internal approval documents.	1	Review
    the Mortgage File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
    If so determined, it will be a Test pass.	Mortgage
    File; Custodian certification
	2.
    Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage
    loan. At the time of the sale, transfer and assignment to the Depositor, no mortgage note or mortgage was subject to any assignment
    (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title
    to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment,
    subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each
    Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan
    free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	2a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is
    more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it
    will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	2b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge,
    or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear
    of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage
    Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports






 






    	QQ-2



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	 	2c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the Mortgage Loan Seller not having the
    full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	2d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Depositor not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	3.
    Loan Document Status. Each related mortgage note, mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement
    may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including,
    without limitation, provisions requiring the payment of default interest, late fees or prepayment  premium/yield maintenance
    charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above)
    such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere
    with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively,
    the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no
    valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
    mortgage notes, mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense,
    counterclaim	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    3. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	3b	Review
    the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or right of rescission available
    to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
    Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage
    Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan
    Documents. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports


 






    	QQ-3



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	or
    right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would
    deny the mortgagee the principal benefits intended to be provided by the mortgage note, mortgage or other Mortgage Loan documents.
	 	 	 
	4.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby (or affording the principal benefits intended
    to be provided thereby), including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
    set forth in the Standard Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	5.
    Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property
    operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the
    related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license
    agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either
    (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing
    notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar
    agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage
    Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of
    the Closing Date. The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates
    a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate
    filing office. For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues
    to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing
    statements is required to effect such perfection.	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise or license agreement and an executed comfort letter or similar
    agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms
    of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor
    or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s
    providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter
    or similar agreement.. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisals;
    Mortgage File; Franchise agreements; License agreements; Comfort letter or similar agreement signed by or from such franchisor
    or licensor
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the Mortgage or related security
    agreement for each Mortgage Loan secured by a hospitality property to determine if there are provisions related to creating
    a security interest in the revenues of such property. Also, review the Mortgage File to determine if there exist filed copies
    (bearing evidence of filing) or evidence of filing of any related UCC financing statements in the appropriate filing office,
    related amendments and continuation statements. If so determined with respect to each part of this Test, it will be a Test
    pass.	Security
    agreements; UCC filings; appraisals; Mortgage File
	6.
    Mortgage Status; Waivers and Modifications. Since origination and 	6a	Review
    the Collective Asset Status Reports and Mortgage Loan	Mortgage
    Loan Documents; 


 






    	QQ-4



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	except
    by written instruments set forth in the related mortgage file or as otherwise provided in the related Mortgage Loan documents
    (a) the material terms of such mortgage, mortgage note, Mortgage Loan guaranty, and related Mortgage Loan documents have not
    been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged
    Property or any portion thereof has been released from the lien of the related mortgage in any manner which materially interferes
    with the security intended to be provided by such mortgage or the use or operation of the remaining portion of such Mortgaged
    Property; and (c) neither the borrower nor the guarantor has been released from its material obligations under the Mortgage
    Loan. With respect to each Mortgage Loan, except as contained in a written document included in the mortgage file, there have
    been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such
    Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date. 	 	Documents
    for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled,
    subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File. If no such
    indication is found, it will be a Test pass.	Collective
    Asset Status Reports
	6b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither borrower nor guarantor has been
    released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage
    File. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6d	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could
    be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan
    Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	7.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of mortgage and assignment
    of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the
    name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes
    a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable. Each
    related mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related
    mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
    Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan
    amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception,
    a “Title Exception”)), except as 	7a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement
    or assignment of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from
    the Mortgage Loan Seller, or its affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	7c	Review
    the Title Policy (as defined in representation and warranty 8) to determine if the related mortgage is a first lien on 	Title
    Policy; Mortgage; Mortgage Loan Schedule





 


    	QQ-5



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	the
    enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances
    and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free
    and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise
    to any such lien or encumbrance that would be prior to or equal with the lien of the related mortgage, except those which
    are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement,
    chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates
    a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except
    as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below.
    Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in
    rents or other personal property to the extent that possession or control of such items or actions other than the filing of
    Uniform Commercial Code financing statements is required to effect such perfection.	 	the
    related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.
    Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine
    they are equivalent. If each such determination is made, it will be a Test pass.	 
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s
    liens and other recorded encumbrances (other than Permitted Encumbrances). If so determined, it will be a Test pass.	Title
    Policy
	7e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    or materialmen’s liens and other recorded encumbrances (other than Permitted Encumbrances). If such a notation or other
    indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	7g	Review
    the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
    in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject
    to Permitted Encumbrances, except as such enforcement may be limited by Standard Qualifications, subject to the limitations
    described in representation and warranty 11 below. The foregoing excludes the perfection of
    any security interest in rents or other personal property to the extent that possession or control of such items or actions
    other than the filing of Uniform Commercial Code financing statements is required to effect such perfection. If so determined,
    it will be a Test pass.	Title
    Policy


 






    	QQ-6



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	 	7h	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
    Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,
    encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7i	Review
    the Collective Asset Status Reports for a notation or other indication of claim or assertion that any security agreement,
    chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan does not establish and
    creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions,
    except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in representation
    and warranty 11 below. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
    Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked
    up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”)
    in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
    an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances
    of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness
    secured by the mortgage, the first priority lien of the mortgage, which lien is subject only to (a) the lien of current real
    property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions,
    rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions
    (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly
    subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related 	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances, as defined
    in representation and warranty 8. If so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    	Title
    Policy; Collective Asset Status Reports


 






    	QQ-7



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	Mortgaged
    Property; (f) if the related Mortgage Loan constitutes a cross collateralized Mortgage Loan, the lien of the mortgage for
    another Mortgage Loan contained in the same cross collateralized group of Mortgage Loans, and (g) condominium declarations
    of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the
    aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended
    to be provided by such mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient
    to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively,
    the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such
    taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties
    would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances
    are mortgage liens that are senior to or coordinate and co-equal with the lien of the related mortgage. Such Title Policy
    (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have
    been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither
    the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done,
    by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains
    no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
    insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is
    the same as the property legally described in the mortgage and (b) to the extent that the Mortgaged Property consists of two
    or more adjoining parcels, such parcels are contiguous.	 	and
    effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such
    notation or other indication is found, it will be a Test pass.	
	8e	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage
    and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
    If so determined, it will be a Test pass.	Title
    Policy
	9.
    Junior Liens. It being understood that B notes secured by the same mortgage as a Mortgage Loan are not subordinate
    mortgages or junior liens, except for any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage
    Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged
    Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly
    by 	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage Loan. If not so determined,
    it will be a Test pass.	Title
    Policy
	9b	Review
    the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens 	Title
    Policy


 






    	QQ-8



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	interests
    in the related Mortgagor other than as set forth on the table relating to existing mezzanine indebtedness under “Description
    of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in this prospectus.	 	encumbering
    the related Mortgaged Property other than Permitted Encumbrances. If so determined, it will be a Test pass.	 
	9c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any
    mezzanine debt secured directly by interests in the related Mortgagor other than those set form on the table relating to the
    existing mezzanine indebtedness under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine
    Indebtedness” in the prospectus. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	10.
    Assignment of Leases and Rents. There exists as part of the related mortgage file an Assignment of Leases (either as
    a separate instrument or incorporated into the related mortgage). Subject to the Permitted Encumbrances and Title Exceptions,
    each related Assignment of Leases creates a valid first priority collateral assignment of, or a valid first priority lien
    or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to
    the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
    Qualifications. The related mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications,
    provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or
    for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
    property, except as the enforcement thereof may be limited by the Standard Qualifications.
    If so determined with respect to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases
	10c
    	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee
    to enter into possession to collect the rents or for rents or for the related mortgagee to enter into possession to collect
    the rents or for rents to be paid directly to the mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases; Mortgage
	11.
    Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes
    a valid security interest in, and a UCC-1 financing statement has been filed and/or 	11a	Review
    the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing
    statements. If such a notation or other indication is not 	Collective
    Asset Status Reports


 






    	QQ-9



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	recorded
    (or, in the case of fixtures, the mortgage constitutes a fixture filing) in all places necessary at the time of the origination
    of the Mortgage Loan to perfect a valid security interest in the personal property (creation and perfection of which is governed
    by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non material
    personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased
    equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related
    Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form
    for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary,
    no representation is made as to the perfection of any security interest in rents or other personal property to the extent
    that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements
    is required to effect such perfection.	 	found,
    it will be a Test pass.	
	11b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
    Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected
    each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off
    Date. An engineering report or property condition assessment was prepared by a third party engineering consultant in connection
    with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s
    knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination
    of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report
    or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building
    systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged
    Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable
    structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies
    would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the
    security intended to be provided by such mortgage, or repairs with respect to such damage or 	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date. Review the engineering report to confirm that (a) all major building systems for the improvements
    of each Mortgaged Property are in good working order, and (b) each related Mortgaged Property is free of material damage.
    If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	12c	Review
    the engineering report or property condition assessment in the Mortgage File dated no more than twelve months prior to the
    Cut-off Date to determine if it provides that each related Mortgaged Property is in good repair and condition and free of
    patent and observable structural defects, except to the extent: (i) any damage or deficiencies that would not reasonably be
    expected to materially and adversely affect the use, operation of the Mortgaged Property or the security intended to be provided
    by such mortgage or repairs with respect to such damage or 	Engineering
    report; Property condition assessment


 






    	QQ-10



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	deficiencies
    are estimated to not exceed 5% of the original principal balance of the Mortgage Loan; (y) such repairs have been completed;
    or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with
    the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events
    be in an aggregate amount not less than the estimated cost of such repairs. To the Mortgage Loan Seller’s knowledge,
    based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there
    are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material
    adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering
    report or Servicing File and those addressed in sub clauses (x), (y), and (z) of the preceding sentence.	 	deficiencies
    estimated to cost less than 5% of the original principal balance of the Mortgage Loan; (ii) such repairs have been completed;
    or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with
    the origination of similar commercial and multifamily loans intended for securitization have been established, which escrows
    will in all events be in an aggregate amount not less than the estimated cost of such repairs. If so determined, it will be
    a Test pass.	
	12d	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the most recently
    dated engineering report or Servicing File and those addressed in sub- clauses (x), (y), and (z) of representation and warranty
    12. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the
    Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
    water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a
    Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off
    Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges
    is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security
    sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this
    representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the
    date on which interest and/or penalties would be payable thereon.	13a	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes, governmental assessments and other
    outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged
    Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related
    Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been
    paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes
    or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated
    interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	14.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
    there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of
    the Cut-off Date, there is no proceeding threatened, for the total 	14	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the
    	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	or
    partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of
    the Mortgaged Property.	 	Mortgage
    Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value,
    use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	 
	15.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy
    (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable
    local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA
    (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental
    investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome
    of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged
    Property, (b) the validity or enforceability of the mortgage, (c) such Mortgagor’s ability to perform under the related
    Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of
    the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents,
    (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h)
    the current principal use of the Mortgaged Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not
    found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	15b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such pending, filed or threatened action, suit
    or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse
    outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(h) of representation and
    warranty 15, it will be a Test pass.	Collective
    Asset Status Reports
	16.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the lender pursuant
    to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under
    the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace
    or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under
    the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and
    all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of
    any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have
    been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent
    with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used
    for their intended purpose. No	16a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	16b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer. If so determined, it will be
    a Test pass.	Diligence
    File; Collective Asset Status Reports
	16c	Review
    the Diligence File and the Collective Asset Status Reports for a notation or other indication that the material requirements
    under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such
    purpose on or before the Closing Date have not been complied with in all material respects. If such a notation 	Diligence
    File; Collective Asset Status Reports


 






    	QQ-12



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	other
    escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.	 	or
    other indication is not found, it will be a Test pass.	
	16d	Review
    the Servicing File and the Collective Asset Status Reports to determine if an escrow release has been made that was not in
    accordance with the terms of the related Mortgage Loan Documents or consistent with the Mortgage Loan Seller’s practices
    with respect to escrow releases or such released funds were otherwise used for their intended purpose. If not so determined,
    it will be a Test pass.	Servicing
    File; Collective Asset Status Reports
	17.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
    of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements
    or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of
    any such escrow fund.	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender (except in those cases
    where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
    pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with
    respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to
    merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied
    with respect to any disbursement of any such escrow fund. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims paying or financial strength rating of at least “A :VIII”
    (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal
    balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors
    Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance
    Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original
    principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis 	18a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of
    the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property
    (with no deduction for	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 






    	QQ-13



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	of
    the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with
    no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

    Each related Mortgaged Property is also covered, and required to be covered pursuant to the
    related Mortgage Loan documents, by business interruption or rental loss insurance (except where an applicable tenant lease
    does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or
    with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount
    which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than 12 months (18 months for Mortgage Loans
    with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50
    million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained
    during the time period, or up to the specified dollar amount, set forth in clause (i) above.

    If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged
    Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood
    hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood
    Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller
    for similar commercial and multifamily loans intended for securitization.

    If windstorm and/or windstorm related perils and/or “named storms” are excluded
    from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy
    issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage
    Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and
    equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but,
    in any event, not less than the amount necessary or containing such 	 	physical
    depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid
    the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances),
    which (i) covers a period beginning on the date of loss and continuing until the earlier to occur of restoration of the Mortgaged
    Property or the expiration of 12 months (or with respect to a Mortgage Loan with a principal balance of $35 million or more,
    18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less
    than 12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a
    Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended period of indemnity”;
    and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount sent forth in clause
    (i) above. If such provisions are found, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as “having special flood hazards,” the related Mortgagor is required to maintain insurance in the maximum
    amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an 	Mortgage
    Loan Documents; Survey


 






    	QQ-14



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an
    insurer meeting the Insurance Rating Requirements.

    The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage
    Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements
    including broad form coverage for property damage, contractual damage and personal injury (including bodily injury and death)
    in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for
    securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

    An architectural or engineering consultant has performed an analysis of each of the Mortgaged
    Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose
    of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in
    the event of an earthquake. In such instance, the PML was based on a 475 year return period, which correlates to a 10% probability
    of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount
    of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated
    at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service,
    Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.

    The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied
    either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses
    in excess of 5% of the then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed
    by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment
    of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

    All premiums on all insurance policies referred to in this section that are required by the
    Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under
    the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the
    general liability 	 	amount
    as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
    If so determined, it will be a Test pass.	
	18f	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if windstorm and/or windstorm related perils and/or “named storms”
    are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance
    policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from
    the primary property damage insurance policy the Mortgaged Property is insured by, which insurance policy is issued by an
    insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils
    and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the
    full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned
    by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
    not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined
    with respect to each part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File
	18g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property
    damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by
    the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization,
    and in any event 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents


 






    	QQ-15



    	 



    

 



 


	Representations
    and Warranties	          Test	Review
    Materials
	insurance
    policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage
    Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes
    the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums.
    All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the
    lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice
    to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
    law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan
    Seller.	 	not
    less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	 
	18h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant, for the
    sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return period,
    which correlates to a 10% probability of exceedance in an exposure period of 50 years. If so determined, it will be a Test
    pass.	Property
    condition assessment; Seismic engineering study
	18i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property
    was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3”
    (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings
    Services. The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the
    Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)
	18j	Review
    the  Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied
    either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses
    in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having
    the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
    principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	18k	Review
    the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off
    Date. If such a notation or other indication is found, it 	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	 	 	will
    be a Test pass.	 
	18l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy,
    as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee. If so determined,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18n	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than
    10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so
    determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been
    received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	19.
    Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8)
    and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local
    law compliance materials as described in 	19a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
    such 	Zoning
    report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA


 






    	QQ-17



    	 



    




 


	Representations
    and Warranties	          Test	Review
    Materials
	paragraph
    26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property
    (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded
    easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public
    or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property,
    all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels
    which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made
    to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such
    application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes
    for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	 	road,
    or has permanent access easement or right of way permitting ingress and egress to/from
    a public road. If so determined, it will be a Test pass.	 
	19b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or
    well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for
    the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA
	19c	Review
    the Title Policy and  survey to determine if each Mortgaged Property constitutes one or more separate tax parcels
    and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most
    recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made
    or is required to be made to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax parcels are created. If so determined, it will be
    a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	20.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with
    origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments
    that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all
    material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for
    encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach
    onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and
    (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable
    Title Policy.	20a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it
    will be a Test pass.	Survey;
    Title Policy; Appraisal
	20b	Review
    the survey and Title Policy to determine if there exist material improvements on adjoining
    parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined,
    it will be a Test pass.	Survey;
    Title Policy
	20c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments that are insured against by the applicable Title Policy. If not so determined,
    it will be a Test pass.	Survey;
    Title Policy


 






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	Representations
    and Warranties	          Test	Review
    Materials
	21.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller.	21	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature, or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of
    this Test, it will be a Test pass.	Mortgage
    Loan Documents
	22.
    REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
    (but determined without regard to the rule in Treasury Regulations Section 1.860G 2(f)(2) that treats certain defective mortgage
    loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination
    did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured
    by an interest in real property (including buildings and structural components thereof, but excluding personal property) having
    a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of
    the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least
    equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such
    date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A)
    the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of
    any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used
    to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse
    feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G 2(a)(1)(ii)). If
    the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such Mortgage Loan or (y) satisfies the provisions of either sub clause (B)(a)(i) above (substituting the date of the last
    such modification for the date the Mortgage Loan was originated) or sub clause (B)(a)(ii), including the proviso thereto.
    Any prepayment premiums and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment
    penalties” within the meaning of Treasury Regulations Section 1.860G 1(b)(2). All terms used in this paragraph shall
    have the	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed
    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest
    in real property (including buildings and structural components thereof, but excluding personal property) having a fair market
    value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage
    Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80%
    of the outstanding principal amount of the  Mortgage Loan (together with any related Pari Passu Companion Loans)
    on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest
    must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and
    (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds
    of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such
    Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations  Section
    1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal;
    Mortgage Loan Documents
	22c	Review
                                         the Collective Asset Status Reports for an indication or other notation that the Mortgage
                                         Loan was modified prior to the Closing Date, and if so, if the modification was made
                                         as to result in a taxable exchange under Section 1001 of the Code, it either (x) was
                                         modified as a result of the default or reasonably foreseeable default of such Mortgage
                                         Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence
                                         of representation and warranty 22 (substituting the date of the last 
	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	same
    meanings as set forth in the related Treasury Regulations.	 	such
    modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation
    and warranty 22, including the proviso thereto. If there were any such modifications, and such a notation or other indication
    is found, it will be a Test pass.	 
	22d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the prepayment
    premiums and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23.
    Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	23a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material
    requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other
    material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
    is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	24.
    Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as
    of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
    in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
    and adversely affect the enforceability of such Mortgage Loan.	24a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the Mortgage Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized
    to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or
    other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the
    enforceability of such Mortgage Loan. If so determined, it will be a Test pass.	Collective
    Asset Status Reports
	25.
    Trustee under Deed of Trust. With respect to each mortgage which is a deed of trust, a trustee, duly qualified under
    applicable law to serve as	25a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents



 



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	Representations
    and Warranties	          Test	Review
    Materials
	such,
    currently so serves and is named in the deed of trust or has been substituted in accordance with the mortgage and applicable
    law or may be substituted in accordance with the mortgage and applicable law by the related mortgagee, and, except in connection
    with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of
    the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for
    de minimis fees paid.	25b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Mortgagor or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage
    Loan, no fees are payable to such trustee except for de minimis fees paid. If so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted
    by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements
    located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable
    laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing
    the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any
    non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely
    affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged
    Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to
    such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts
    customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization,
    or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the
    casualty would not materially and adversely affect the use or operation of such Mortgaged Property.	26a	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage
    Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged
    Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related
    Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization
	26b	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will
    be a Test pass.	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related
    Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property
    may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents


  






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	Representations
    and Warranties	          Test	Review
    Materials
		26d	If
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance
    Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
    of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for
    additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title
    Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning
    report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to
    the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial
    and multifamily mortgage loans intended for securitization
	27.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government
    authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the
    investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization;
    all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect
    or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable
    governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was
    used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.
    The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged
    Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all
    regulations, zoning and building laws.	27a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises,
    certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full
    force and effect. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage
    Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals
    necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material
    licenses, permits, franchises or certificates of occupancy  and applicable governmental approvals necessary
    could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated
    as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation
    or other indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	27c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located, and for the Mortgagor and the Mortgaged Property to be
    in compliance 	Mortgage
    Loan Documents


  






    	QQ-22



    	 



    




 





	Representations
    and Warranties	          Test	Review
    Materials
	 	 	in
    all material respects with all regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	 
	28.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from
    the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage
    Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following
    events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution
    or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or
    acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors
    to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property
    or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions
    for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct
    from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related
    Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses
    and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s
    misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s
    fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture
    of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or
    (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person
    or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively,
    as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property
    that are not de minimis)  in connection with the events or circumstances set forth in clauses (a)(i) through
    (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the
    Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in
    the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances
    set forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 
	29.
    Mortgage Releases. The terms of the related mortgage or related Mortgage Loan documents do not provide for release
    of any material portion of the Mortgaged Property from the lien of the mortgage except (a) a partial release, accompanied
    by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least
    equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of
    such	29a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
    the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses
    (a) through (e) of the first sentence of representation and warranty 29. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29b	Review
    the Mortgage Loan Documents for provisions stating that	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	Mortgage
    Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out parcels that are unimproved or other portions
    of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property
    and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary
    for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order
    of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral
    (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury
    Regulations Section 1.860G 2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related
    Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax
    counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the
    fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the
    real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is
    in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage
    Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make
    a payment of principal in an amount not less than the amount required by the REMIC Provisions.

    In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property
    by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can
    be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans)
    in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking
    may not be required to be applied to the restoration of the Mortgaged Property or released to the borrower, if, immediately
    after the release of such portion of the Mortgaged Property from the lien of the mortgage (but taking into account the planned
    restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the
    amount 	 	with
    respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 29 either:
    (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan
    within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail
    to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or
    servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s
    delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the
    preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the
    amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on
    the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal
    balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor
    is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such
    provisions are found, it will be a Test pass.	 
	29c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of
    a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu
    Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from
    any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the borrower,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
    account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
    (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	of
    any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property
    that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage
    Loan (together with any related Pari Passu Companion Loans).

    No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross collateralized with another Mortgage
    Loan permits the release of cross collateralization of the related Mortgaged Properties or a portion thereof, including due
    to a partial condemnation, other than in compliance with the REMIC Provisions.	 	proportionate
    amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining
    principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found,
    it will be a Test pass.	 
	29d	Review
    the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property
    or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
    Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC
    Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30.
    Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the
    Mortgage Loan with (a) quarterly (other than for single tenant properties) and annual operating statements, (b) quarterly
    (other than for single tenant properties) rent rolls for properties that have any individual lease which accounts for more
    than 5% of the in place base rent, and (c) annual financial statements.	30a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
    will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) rent rolls for properties that have any individual ease which accounts
    for more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	31.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s
    knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special form all risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
    exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance
    Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
    to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit
    the mortgagee from requiring coverage for Acts of Terrorism, as 	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from
    coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If
    such an indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Insurance coverage review document 
	31b	Review
    the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination. If so,
    Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring 	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	defined
    in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability
    on commercially reasonable terms, or as otherwise indicated on Annex D-2 of the Mortgage Loan Purchase Agreement.	 	coverage
    for Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 31), or damages related thereto, except
    to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or
    as otherwise indicated on Annex D-2 of the Mortgage Loan Purchase Agreement.  If such provisions are not found,
    it will be a Test pass.	 
	32.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
    the consent of the holder of the mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying
    with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender
    which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security
    of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn out or obsolete
    furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by
    leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling
    equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to
    (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates
    as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv)
    transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage
    Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of
    common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs
    29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or
    future permitted mezzanine debt, in any event as set forth on the applicable tables under “Description of the Mortgage
    Pool—Additional Indebtedness—Mezzanine Indebtedness” in this prospectus or (b) the related Mortgaged Property
    is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion
    interest of 	32a	Review
    the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 32. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	any
    Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents,
    (ii) purchase money security interests (iii) any Mortgage Loan that is cross collateralized and cross defaulted with another
    Mortgage Loan, as set forth on an exhibit to the related Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.
    The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection
    with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all
    other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	33.
    Single Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single Purpose Entity for at least as long
    as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $ 30 million or more has
    a counsel’s opinion regarding non consolidation of the Mortgagor. For this purpose, a “Single Purpose Entity”
    shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or
    if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the
    related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose
    of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to
    such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented
    in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related
    to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted
    by the related mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts
    separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross collateralized
    and cross defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from
    any other person or entity.	33a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 33) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	33b	Review
    the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off
    Date Principal Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational
    documents for provisions that require the Mortgagor to be a Single Purpose Entity. If the provisions exist, it will be a Test
    pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	33c	Review
    the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off
    Date Principal Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation
    of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	34.
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for defeasance as a unilateral right of	34	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	the
    Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be
    defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government
    securities” within the meaning of Treasury Regulations Section 1.860G 2(a)(8)(ii), the revenues from which will be sufficient
    to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity
    date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
    premium) (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
    penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues
    from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified
    percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral
    is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification
    from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the
    mortgage note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be
    assumed by a Single Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has
    a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required
    to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto)
    and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions
    of counsel.	 	clauses
    (i) through (viii) of representation and warranty 34. If such provisions are found, it will be a Test pass.	 
	35.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan.	35	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan. If such an indication is found, it will be a Test pass.	Mortgage
    Loan Documents
	36.
    Ground Leases. For purposes of these representations and warranties, a “Ground Lease” shall mean a lease
    creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years
    its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease
    to the ground lessee (who may, in certain circumstances, own the building 	36a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 36),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    	Appraisal;
    Title Policy;

    Mortgage Loan Documents


 






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	Representations
    and Warranties	          Test	Review
    Materials
	and
    improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

    With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and
    the related mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon
    the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan
    Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan
    Seller represents and warrants that:

    (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a
    form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest
    of the lessee to be encumbered by the related mortgage and do not restrict the use of the related Mortgaged Property by such
    lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related
    mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments
    which are included in the related mortgage file;

    (b) The lessor under such Ground Lease has agreed in a writing included in the related mortgage file (or in such Ground Lease
    and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and
    lessee without the prior written consent of the lender and that any such action without such consent is not binding on the
    lender, its successors or assigns, provided that the lender has provided lessor with notice of its lien in accordance with
    the terms of the Ground Lease;

    (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
    may be exercised, and will be enforceable, by either the borrower or the mortgagee) that extends not less than 20 years beyond
    the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes
    by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

    (d) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority
    with, the mortgage,	 	Tests
    36b through 36r. 	 
	36b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	36c	Review
    the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by
    the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner
    that would adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36d	Review
    the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of
    the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review
    the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement
    or instrument is in the Mortgage File, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage File
	36e	Review
    the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated
    without the prior written consent of the lender and that any such action without such consent is not binding on the lender,
    its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the
    terms of the Ground Lease. If such a provision is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36f	Review
    the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more
    optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the
    Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past
    the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that
    accrues on an actual 360 basis, substantially  amortizes). If such an indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or	Title
    Policy; SNDA


 






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	Representations
    and Warranties	          Test	Review
    Materials
	except
    for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject
    of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s
    fee interest is subject;

    (e) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground
    Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable
    to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such
    consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not
    been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable
    by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is
    required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated
    and all amounts due thereunder have been paid);

    (f) The Mortgage Loan Seller has not received any written notice of material default under or
    notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under
    such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default
    under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force
    and effect as of the Closing Date;

    (g) The Ground Lease and Related Documents require the lessor to give to the lender written
    notice of any default, provides that no notice of default or termination is effective against the lender unless such notice
    is given to the lender;

    (h) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time
    to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under
    the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate
    the Ground Lease;

    (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as
    commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily
    loans intended for securitization;

    (j) Under the terms of the Ground Lease and Related Documents, any	 	encumbrances
    superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted
    Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar
    agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be
    a Test pass.	 
	36h	Review
    the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions
    on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors
    and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot
    be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have
    been paid). If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36i	Review
    the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by
    the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required
    it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated
    an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36j	Review
    the Collective Asset Status Reports for notation that the Mortgage Loan Seller has received any written notice of material
    default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36k	Review
    the Collective Asset Status Reports for notation that to the Mortgage Loan Seller’s knowledge, there is a material default
    under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
    under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36l	Review
    the Collective Asset Status Reports for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was
    not in full force and effect as of the Closing Date. If no such	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	 	Test	Review
    Materials
	related
    insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in
    respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair
    or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold
    amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold
    and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of
    the Mortgage Loan, together with any accrued interest;

    (k) In the case of a total or substantially total taking or loss, under the terms of the Ground
    Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s
    interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied
    to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with
    any accrued interest; and

    (l) Provided that the lender cures any defaults which are susceptible to being cured, the ground
    lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including
    rejection of the Ground Lease in a bankruptcy proceeding.	 	notation
    is found, it will be a Test pass.	 
	36m	Review
    the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice
    of any default, and provide that no notice of default or termination is effective against the lender unless such notice is
    given to the lender. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	36n	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where
    necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
    to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before
    the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	36o	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the
    origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will
    be a Test pass.	Ground
    Lease
	36p	Review
    the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds
    or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total
    or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration
    of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
    in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such
    proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan,
    together with any accrued interest. If such indications are found, it will be a Test pass.	Ground
    Lease and Related Documents; Mortgage Loan Documents
	36q	Review
    the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a
    total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related	Ground
    Lease and Related Documents; Mortgage Loan Documents


 


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    and Warranties	 	Test	Review
    Materials
	 	 	Mortgage
    (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s
    interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied
    to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with
    any accrued interest. If such an indication is found, it will be a Test pass.	 
	36r	Review
    the Ground Lease and Related Documents for provisions that, provided that the lender cures any defaults which are susceptible
    to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease
    for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will
    be a Test pass.	Ground
    Lease and Related Documents 
	37.
    Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and
    was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices. 	37	Review
    the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the
    servicing and collection practices used by the Mortgage Loan Seller in respect of each Mortgage Loan did not comply in all
    material respects with all applicable laws and regulations or was not in all material respects legal, proper in accordance
    with customary commercial mortgage servicing practices. If such a notation or other indication is not found, it will be a
    Test pass.	Collective
    Asset Status Reports
	38.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the
    Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal
    and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with,
    or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided
    that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement.	38	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Mortgage Loan Seller
    (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not
    been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof
    did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating
    to the origination of such Mortgage Loan; provided that representation and warranty 38 does not address or otherwise cover
    any matters with respect to federal, state or local law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement.
    If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	39.
    Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”)
    other than with respect to 	39a	Determine
    that there is one or more Certified Rent Roll(s) in the Diligence File for all properties other than hospitality or single	Diligence
    File; Certified Rent Roll(s); Mortgage Loan






 



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	Representations
    and Warranties	 	Test	Review
    Materials
	hospitality
    or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all
    material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Mortgage Loan
    Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged
    Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects
    as of a date within 180 days of the date of origination of the related Mortgage Loan.		tenant
    properties, or, with respect to properties other than hospitality or single tenant properties, a representation as to the
    accuracy of the rent roll or rent rolls is made by the Mortgagor in the Mortgage Loan Documents. If there are Certified Rent
    Roll(s), determine if they have been certified by the Mortgagor or the guarantor(s) as being accurate and complete in all
    material respects within 180 days of the date of origination of any Mortgage Loan. If so determined as to each part of this
    Test, it will be a Test pass.	Documents
	39b	Determine
    that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as
    being accurate and complete in all material respects within 180 days of the date of origination of the related Mortgage Loan.
    If so determined, it will be a Test pass.	Operating
    statements; Mortgage Loan Documents
	40.
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan
    has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable
    grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material
    default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than
    payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure
    period, would constitute a material default, breach, violation or event of acceleration; provided, however,
    that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically
    pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller
    in Annex D-1 to the Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any
    event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	40a	Review
    the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving
    effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage
    Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace
    or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	40b	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of (a) a material default,
    breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments
    due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period,
    would constitute a material default, breach, violation or event of acceleration. If no such notation is found, it will be
    a Test pass.	Collective
    Asset Status Reports
	41.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge
    as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion
    thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single tenant property is a debtor in state
    	41	Review
    the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property
    (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor
    or tenant occupying a single-tenant 	Lexis/Nexis
    (or comparable) search; Collective Asset Status Reports


 



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	Representations
    and Warranties	 	Test	Review
    Materials
	or
    federal bankruptcy, insolvency or similar proceeding.		property
    was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found,
    it will be a Test pass.	
	42.
    Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each
    Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or
    similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1)
    required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit
    information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior
    history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan
    Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2)
    performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service
    designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s
    prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage
    Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1)
    and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge
    of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding,
    (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.	42a	Review
    the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence
    File which purports to identify all Controlling Owners. If so determined, it will be a Test pass.	Diligence
    File; Organizational chart
	42b	Review
    the Diligence File to determine if the Sponsor Diligence is included. If so, review the Sponsor Diligence for any indication
    that the Mortgage Loan Seller had knowledge that any Controlling Owner or guarantor (i) was in a state or federal bankruptcy
    or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii)
    had been convicted of a felony. If no such indication is found, it will be a Test pass.	Diligence
    File; Sponsor Diligence



	43.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively,
    an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with
    such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such
    ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527 05 or
    its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for
    further investigation, or (ii) if the existence of an	43a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 43) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA
	43b	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	43c	Review
    the ESA for an indication that it identified (i) the existence of an Environmental Condition (as defined in	ESA;
    Escrow Statements; Loan Documents; Diligence File





 


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	Representations
    and Warranties	 	Test	Review
    Materials
	Environmental
    Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is
    true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the
    estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been
    escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition
    relates to the presence of asbestos containing materials, radon in indoor air, lead based paint or lead in drinking water,
    the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental
    Condition identified in the related environmental report was remediated or abated in all material respects prior to the date
    hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory
    authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority
    as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an
    environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below
    that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-”
    (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the
    responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated
    to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated
    to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except
    as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527 05 or its successor) at
    the related Mortgaged Property.

    

    In the case of each Mortgage Loan set forth on an exhibit to the related Mortgage Loan Purchase
    Agreement, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on such
    exhibit (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance
    Policy”), (ii) as of origination and to the	 	 	 
	 	representation
    and warranty 43) at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found,
    the following test procedures (subparts 43c-1 through 43c-6) will be performed. If any of the subparts indications are found,
    it will be a Test pass.	 
	 	1.   
    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to
    be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related lender.	Escrow
    statements
	 	2. 
    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3. 
    Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated
    in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained
    from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further
    action is required.	Diligence
    File
	 	4. 
    Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution
    legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance
    or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch.	Insurance
    coverage review documents
	 	5. 
    Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party
    for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller
    to be adequate to address the situation.	Diligence
    File


 


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	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there
    is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either
    (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing
    notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan
    Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged
    Property was constructed prior to 1985, with respect to asbestos containing materials (“ACM”) and, if the
    related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead based paint
    (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental
    condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the
    identified condition prior to closing the Mortgage Loan or provide additional security or establish with the lender a reserve
    in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in
    the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should
    reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the
    effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material
    and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM
    or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b)
    a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy
    Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s
    term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan.	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence
    File
	43d	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of any environmental condition
    at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	43e	1.
    Review the insurance coverage review documents to determine if the Mortgage Loan is the subject of an environmental insurance
    policy as of origination, that the policy is in full force and effect with no deductible, that the premium has been paid through
    the maturity of the policy’s term and that the terms of such policy extends at least three years beyond the maturity of the
    Mortgage. If found, it will be a Test pass.  	Insurance
    coverage review documents
	 	2.
    If Environmental Policy is found above, review the insurance coverage review documents to determine the Trustee within 60
    days following the Closing Date was a named insured under such policy either (A) directly or as an assignee of the originator,
    or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan
    to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide. If
    found, it will be a Test Pass. 	Insurance
    coverage review documents
	43f	Review
    the appraisal to determine if the related Mortgaged Property was constructed prior to 1985 and if it was a multifamily property.
    If so, verify that a property condition or engineering report was prepared and if such reports disclosed the existence of
    a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property. If
    so, review the Mortgage Loan Documents to determine if the related Mortgagor (A) was required to remediate the identified
    condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an
    amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage
    Loan documents to establish an operations and maintenance plan after the closing of the 	Appraisal;
    Property condition assessment; Seismic engineering study; Mortgage Loan Documents





 


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	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Mortgage
    Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition.
    If such indication is found, it will be a test Pass.	 
	 	43g	Review
    Collective Asset Status reports to determine if on the effective date of the Environmental Insurance Policy, the Mortgage
    Loan Seller as originator had knowledge of any material and adverse environmental condition or circumstance affecting the
    Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more
    of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer
    or (c) an engineering or other report provided to the Policy Issuer. If no indication is found, it will be a Test Pass.	Collective
    Asset Status Reports; ESA
	44.
    Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage
    Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified
    Rent Roll(s) (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting).
    With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant,
    the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination
    date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based
    on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans
    intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x)
    the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee
    thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect
    to CAM and pass through audits and verification of landlord’s compliance with co tenancy provisions. 	44a	Review
    the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent
    Roll(s) to determine if the property is leased to a single tenant. If so, review the estoppel to determine if it was obtained
    from such tenant no earlier than 90 days prior to the origination date of the Mortgage Loan. If so determined, it will be
    a Test pass.	Appraisal;
    Certified Rent Roll(s); Estoppel
	44b	Review
    the estoppel referenced in Test 44a and the asset summary report to determine if (i) the related lease is in full force and
    effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, or (ii) if there is no estoppel
    certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so determined, it
    will be a Test pass.	Estoppel;
    Diligence File; Asset summary report
	45.
    Appraisal. The mortgage file contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser
    that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent
    of the originator of the Mortgage Loan or the 	45a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the
    Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	45b	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
    appraiser had no interest, direct or indirect, in the Mortgagor, the	Appraisal





  


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	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged
    Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval
    or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the
    appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted
    by the Appraisal Standards Board of the Appraisal Foundation.	 	Mortgaged
    Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	 
	45c	Review
    the appraisal to determine if it signed by an appraiser that was engaged directly by the originator of the Mortgage Loan or
    the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller,
    that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged
    Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not
    affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	45d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	46.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as an exhibit to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains
    all information required by the Pooling and Servicing Agreement to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as an exhibit to the MLPA and compare it to the corresponding information in (i) Annex
    A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report
    to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a
    Test pass.	Mortgage
    Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	46b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they
    match. If there are no discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	47.
    Cross-Collateralization. No Mortgage Loan is cross collateralized or cross defaulted with any other mortgage loan that
    is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	47	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage
    Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	48.
    Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or
    other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller
    to the related Mortgagor, and no	48a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds (other than loan proceeds
    advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that	Collective
    Asset Status Reports


 


    	QQ-38



    	 



    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	funds
    have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the
    Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller
    nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other
    than contributions made on or prior to the date hereof.		funds
    have been received from any person other than the related Mortgagor or an affiliate, directly, indirectly for, or on account
    of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	
	48b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital
    contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not
    so determined, it will be a Test pass.	Mortgage
    Loan Documents
	49.
    Compliance with Anti Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
    applicable anti money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect
    to the origination of the Mortgage Loan.	49	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
    without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 



    	QQ-39



    	 



    

 


EXHIBIT
RR


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2016-C34


Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells
Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates, Series 2016-C34



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an [authorized representative of the Asset Representations Reviewer] [a
                                         designee of the Depositor].



 


		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-C34 Asset Manager	 

        LNR
        Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami,
        Florida 33139

        Attention:
        Thomas F. Nealon, Esq.,

        Steven
        A. Rivers, Esq. and Job Warshaw

	 	 
	Pentalpha
                                         Surveillance LLC

        375
        N. French Road, Suite 100

        Amherst,
        New York 14228

        Attention:
Don Simon, Chief Operating Officer
	 




		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C34



In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


1._____
An additional Mortgage Loan has become a Delinquent Loan.


 


2._____
A Mortgage Loan has ceased to be a Delinquent Loan.


 


3._____An
Asset Review Trigger has ceased to exist.


(check
all that apply)


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.






     Exhibit SS-1


     


    




	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C34,
Commercial Mortgage Pass-Through Certificates, Series 2016-C34



	 	 
		By:	
	 		[Name]

[Title]






     Exhibit SS-2


     


    

 


EXHIBIT TT


FORM
OF NOTICE OF EXCHANGE OF CLASS A-3FL CERTIFICATES FOR 

CLASS A-3FX CERTIFICATES


NOTICE
OF EXCHANGE OF CLASS A-3FL CERTIFICATES

FOR CLASS A-3FX CERTIFICATES


[CERTIFICATE
REGISTRAR]

[DEPOSITOR]

[UNDERWRITERS]

[CERTIFICATE ADMINISTRATOR]

[SWAP COUNTERPARTY]


Ladies
and Gentlemen:


In
accordance with [Section 5.09] of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Certificateholder or Certificate Owner, hereby notifies you of its intent to conduct an exchange
of the Class A-3FL Certificates (CUSIP: [________] (144A) / [________] (Reg S)) for Class A-3FX Certificates [(CUSIP: [________]
(144A) / [________] (Reg S))] in the amounts set forth below. We further confirm that all conditions required pursuant to Section
5.09 are satisfied as of the Class A-3FL Exchange Date set forth below. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement. 


	 	 	 
	Proposed Class A-3FL Exchange
    Date:	 	 
	 	 	 
	Intended initial Distribution Date after giving
    effect to such exchange:	 	 
	 	 	 
	Certificate Balance of Certificates to be exchanged:	 	 
	 	 	 
	Certificate Balance of Class A-3FL Certificates
    prior to exchange:	 	 
	 	 	 
	Certificate Balance of Class A-3FL Certificates
    after exchange:	 	 
	 	 	 
	Certificate Balance of Class of A-3FX Certificates
    prior to exchange:	 	 



 






     Exhibit TT-1


     


    




 


	Certificate Balance of Class
    of A-3FX Certificates after exchange:	 	 
	 	 	 
	Certificateholder’s Participant Number:	 	 



 IN
WITNESS WHEREOF, the undersigned has executed this notice as of this [     ] day of [     ], 20[     ]. 


	 	 	 
	 	 	 
	[medallion guaranty stamp]	By:	
		Name:
	 	Title:





The
undersigned, as the Swap Counterparty under the Class A-3FL Swap Contract dated as of May [__], 2016, between the undersigned
and Wells Fargo Commercial Mortgage Trust 2016-C34, hereby consents to the proposed exchange of the Class A-3FL Certificates for
the Class A-3FX Certificates described above and acknowledges and agrees to the consequent reduction in the Class A-3FL Percentage
Interest and the Notional Amount under the Class A-3FL Swap Contract, in accordance with the terms of the Class A-3FL Swap Contract
and the Pooling and Servicing Agreement.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:
		






     Exhibit TT-2


     


    

EXHIBIT
UU


CLASS
A-3FL SWAP CONTRACT








 


 



(Multicurrency — Cross Border)


 


ISDA®


International Swap Dealers Association, Inc.


 


MASTER AGREEMENT


 



	dated as of   	   May 24, 2016	 





 




	WELLS
FARGO BANK, NATIONAL ASSOCIATION	 	and	 WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34








 




have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.


 


Accordingly, the parties agree as follows:—


 


1.            Interpretation


 


(a)           Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.


 


(b)           Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)           Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.


 


2.            Obligations


 


(a)           General Conditions.


 


(i)       Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.


 


(ii)      Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.


 


(iii)     Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.


 


Copyright © 1992 by International Swap Dealers Association, Inc.






    	 



    	 



    

 


(b)          Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.



 


(c)           Netting. If on any date amounts would otherwise be payable:­—


 




(i)        in the same currency; and


 


(ii)       in respect of the same Transaction,


 


by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.


 


(d)          Deduction or Withholding for Tax.


 


(i)       
Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account
of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”)
will:—


 


(1)       promptly notify the other party (“Y”) of such requirement;


 


(2)      pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;


 


(3)       promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and


 


(4)       if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—


 


(A)   the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or


 


(B)   the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.


 



    	 	2	ISDA® 1992



    	 



    

 


(ii)     
Liability. If:—


 


(1)       X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);


 


(2)       X does not so deduct or withhold; and


 


(3)      a liability resulting from such Tax is assessed directly against X,


 


then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).


 


(e)          Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.


 


3.            Representations


 


Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—


 


(a)           Basic Representations.


 


(i)        Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;


 


(ii)       Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;


 


(iii)      No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


 


(iv)     Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and


 


(v)      Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


 



    	 	3	ISDA® 1992



    	 



    

 


(b)           Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(c)           Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.


 


(d)           Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.


 


(e)           Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.


 


(f)           Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.


 


4.            Agreements


 


Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—


 


(a)           Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—


 


(i)       any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;


 


(ii)      any other documents specified in the Schedule or any Confirmation; and


 


(iii)     upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,


 


in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.


 


(b)           Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.


 


(c)           Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(d)           Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.


 



(e)           Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,




 



    	 	4	ISDA® 1992



    	 



    

 


organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.


 


5.           Events of Default and Termination Events


 


(a)          Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—


 


(i)        Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;


 


(ii)      Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;


 


(iii)      Credit Support Default.


 


(1)       Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;


 


(2)       the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or


 


(3)      the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;


 


(iv)     Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;


 


(v)      Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);


 


(vi)     Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however


 



    	 	5	ISDA® 1992



    	 



    

 


described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);


 


(vii)     Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—


 


(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or


 


(viii)   Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—


 


(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or


 


(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.


 


(b)          Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event


 



    	 	6	ISDA® 1992



    	 



    

 


Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—


 


(i)        Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—


 


(1)   to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or


 


(2)   to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;


 


(ii)       Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));


 


(iii)      Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);


 


(iv)     Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or


 


(v)       Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).


 


(c)           Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.


 



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6.             Early Termination


 


(a)           Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).


 


(b)           Right to Terminate Following Termination Event.


 


(i)        Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.


 


(ii)       Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.


 


If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).


 


Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.


 


(iii)     Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.


 


(iv)      Right to Terminate. If:—


 


(1)   a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(2)   an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,


 


either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then


 



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continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.


 


(c)           Effect of Designation.


 


(i)       If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)      Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).


 


(d)           Calculations.


 


(i)        Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.


 


(ii)       Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.


 


(e)           Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.


 


(i)       Events of Default. If the Early Termination Date results from an Event of Default:—


 


(1)      First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.


 


(2)      First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.


 


(3)       Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the


 



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Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(4)       Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(ii)      Termination Events. If the Early Termination Date results from a Termination Event:—


 


(1)      One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.


 


(2)       Two Affected Parties. If there are two Affected Parties:—


 


(A)   if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and


 


(B)   if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).


 


If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.


 


(iii)     Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).


 


(iv)    Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.


 



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7.            Transfer


 


Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—


 


(a)          a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and


 


(b)          a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).


 


Any purported transfer that is not in compliance with this Section will be void.


 


8.            Contractual Currency


 


(a)           Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.


 


(b)           Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.


 


(c)           Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.


 


(d)           Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.


 



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9.           Miscellaneous


 


(a)          Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.


 


(b)          Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.


 


(c)          Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.


 


(d)          Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)          Counterparts and Confirmations.


 


(i)   This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.


 


(ii)   The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.


 


(f)           No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.


 


(g)          Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.


 


10.         Offices; Multibranch Parties


 


(a)          If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.


 


(b)          Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.


 


(c)          If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.


 


11.         Expenses


 


A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document


 



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to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.


 


12.         Notices


 


(a)          Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—


 


(i)        if in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)       if sent by telex, on the date the recipient’s answerback is received;


 


(iii)     if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);


 


(iv)     if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or


 


(v)      if sent by electronic messaging system, on the date that electronic message is received,


 


unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.


 


(b)          Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.


 


13.         Governing Law and Jurisdiction


 


(a)          Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.


 


(b)          Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—


 


(i)       submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and


 


(ii)      waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.


 


Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 



(c)           Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any




 



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reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.


 


(d)           Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.


 


14.           Definitions


 


As used in this Agreement:—


 


“Additional Termination Event” has the meaning specified in Section 5(b).


 


“Affected Party” has the meaning specified in Section 5(b).


 


“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.


 


“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.


 


“Applicable Rate” means:—


 


(a)    in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;


 


(b)    in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;


 


(c)    in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and


 


(d)    in all other cases, the Termination Rate.


 


“Burdened Party” has the meaning specified in Section 5(b).


 


“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.


 


“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.


 


“Credit Event Upon Merger” has the meaning specified in Section 5(b).


 


“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.


 


“Credit Support Provider” has the meaning specified in the Schedule.


 


“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.


 



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“Defaulting Party” has the meaning specified in Section 6(a).


 


“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).


 


“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Illegality” has the meaning specified in Section 5(b).


 


“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).


 


“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.


 


“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.


 


“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.


 


“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have


 



    	 	15	ISDA® 1992



    	 



    

 


been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.


 


“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.


 


“Non-defaulting Party” has the meaning specified in Section 6(a).


 


“Office” means a branch or office of a party, which may be such party’s head or home office.


 


“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.


 


“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.


 


“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.


 


“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—


 


(a)    the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and


 


(b)    such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.


 


“Specified Entity” has the meanings specified in the Schedule.


 



    	 	16	ISDA® 1992



    	 



    

 


“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.


 


“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.


 


“Stamp Tax” means any stamp, registration, documentation or similar tax.


 


“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.


 


“Tax Event” has the meaning specified in Section 5(b).


 


“Tax Event Upon Merger” has the meaning specified in Section 5(b).


 


“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).


 


“Termination Currency” has the meaning specified in the Schedule.


 


“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.


 


“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.


 


“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.


 


“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market


 



    	 	17	ISDA® 1992



    	 



    

 


value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency, of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.


 


IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.


 



	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34
	 	 	 
	 	 	By: Wells Fargo Bank, National Association, 
	 	 	 not in its individual capacity,
	 	 	but solely as Certificate
Administrator
	 	 	 
	By:	/s/ John Miechkowski	 	 	By:  	/s/ Michael Baker	 
	 	Name: John Miechkowski	 	 		Name: Michael Baker	 
	 	Title:   Authorized Signatory	 	 		Title:   Assistant Vice President	 
	 	Date:   May 24, 2016	 	 	 	Date:   May 24, 2016	 



 




    	 	18	ISDA® 1992



    	 



    








 







(Multicurrency—Cross Border)


 


ISDA®

International Swap Dealers Association, Inc.


 


SCHEDULE

to the

Master Agreement


 


dated as of May 24, 2016


 


between


 


	WELLS FARGO BANK, NATIONAL 

ASSOCIATION	and	WELLS FARGO COMMERCIAL 

MORTGAGE TRUST 2016-C34
	(“Party A”)	 	(“Party B”)


 


PART 1:  Termination
Provisions


 


		(a)	(i)  “Trust Agreement” means the Pooling and Servicing Agreement
dated as of May 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, as amended, modified, supplemented, restated or replaced from time to time. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Trust Agreement.



 


		(ii)	“Class A-3FL Certificates”
means the Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Class A-3FL, issued by Party B
under the Trust Agreement.



 


		(b)	“Specified Entity” means, in relation to Party A for the purpose
of:-



 





	 	  Section 5(a)(v) (Default under Specified Transaction),	none;
	 	  Section 5(a)(vi) (Cross Default),	none;
	 	  Section 5(a)(vii) (Bankruptcy),	none; and
	 	  Section 5(b)(iv) (Credit Event Upon Merger),	none;
	 	 	 
	in relation to Party B for the purpose of:
	 
	 	  Section 5(a)(v) (Default under Specified Transaction)	none;
	 	  Section 5(a)(vi) (Cross Default),	none;
	 	  Section 5(a)(vii) (Bankruptcy),	none; and
	 	  Section 5(b)(iv) (Credit Event Upon Merger),	none.







 






    -19- 


     

    

 


		(c)	“Specified Transaction” will have the meaning specified in Section 14.



 


		(d)	The “Breach of Agreement” provisions of Section 5(a)(ii) and the
“Misrepresentation” provisions of Section 5(a)(iv) will apply to Party A and will not apply to Party
B; the “Default under Specified Transactions” provisions of Section 5(a)(v) and the “Cross
Default” provisions of Section 5(a)(vi) will not apply to Party A or Party B.



 


		(e)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv)



 


will not apply to Party A


 


will not apply to Party B.


 


		(f)	The “Automatic Early Termination” provision of Section 6(a)



 


will not apply to Party A


 


will not apply to Party B.


 


		(g)	Payments on Early Termination. For the purpose of Section 6(e):



 


		(i)	Market Quotation will apply.



		 	 



		(ii)	The Second Method will apply.



		 	 



		(iii)	Both Party A and Party B agree that any amounts
payable by Party B to Party A under Section 6(e), if any, in connection with any Event of Default or Termination
Event will be payable only from:



 


(x)        collections
on the Trust Estate (as defined below) payable in respect of the Class A-3FL Percentage Interest of the Class A-3FX Regular Interest,
and only from funds, if any, remaining in the Class A-3FL Sub-Account (as defined in the Trust Agreement) after the payment in
full of the entire Certificate Balance of the Class A-3FL Certificates and the payment in full of all amounts payable or otherwise
allocable to the Class A-3FL Certificates in accordance with the Trust Agreement, and


 


(y)        to
the extent Party B enters into a replacement interest rate swap contract after the termination of this Agreement and as a condition
of entering into such replacement interest rate swap contract, the replacement swap counterparty is obligated to make a payment
of an upfront amount, from any such upfront payment amount payable by a replacement swap counterparty, but solely to the extent
of any due and unpaid amounts payable by Party B to Party A under Section 6(e) (less any due and unpaid amounts payable by Party
A to Party B under this Agreement).


 


		(h)	“Termination Currency” means United States Dollars.



 


		(i)	Additional Termination Events. It shall be an Additional Termination Event, if Party B
fails to comply with Part 1(j) of this Schedule, in which event Party B shall be the sole Affected Party and all Transactions
shall be Affected Transactions.



 


		(j)	Amendments. Party B (i) shall deliver to Party A a copy of any proposed
amendment to the Trust Agreement, and (ii) hereby acknowledges that any amendment to the Trust Agreement (whether 



 






    -20- 


     

    




 


or not this
Agreement is specifically referred to or identified therein) that could reasonably materially and adversely affect Party A
shall be subject to Party A’s prior written consent.


 


		(k)	Downgrade of Party A. If a Ratings Event (as defined below) shall occur and
be continuing with respect to Party A, then Party A shall, within 10 Local Business Days of such Ratings Event, (A) give
notice to Party B of the occurrence of such Ratings Event, and (B) at Party A’s option and sole expense, (x) transfer
Party A’s rights and obligations under this Agreement and all Confirmations related hereto to another party (such party
whose long term debt is being rated at least “A-” by Fitch (as defined below), or rated at least “A3” by
Moody’s (as defined below)), subject to Rating Agency Confirmation, and at the cost of Party A, or (y) post Eligible
Collateral on a mark-to-market basis to secure Party B’s exposure, if any, to Party A, and such Eligible Collateral
shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B, which
will be attached hereto and made a part hereof within 10 Local Business Days of Party A’s election to post Eligible
Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to
Rating Agency Confirmation. Party A’s obligations to find an eligible transferee or to post Eligible Collateral under
such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A.
For the purpose of this Part 1(k), a “Ratings Event” shall occur with respect to Party A if
the counterparty rating assessment (or, if no counterparty rating assessment is available, a senior unsecured debt rating) of Party A
cease to be at least “A-” by Fitch Ratings, Inc. or any successor thereto (“Fitch”), at least
“A(low)” by DBRS, Inc. or any successor thereto (“DBRS”) and at least “A3” by
Moody’s Investors Service, Inc. or any successor thereto (“Moody’s”), to the extent such
obligations are rated by Fitch, DBRS or Moody’s.



 


The failure by Party A to
comply with the terms of this Part 1(k) following a Ratings Event shall constitute an Additional Termination Event for which Party A
shall be the sole Affected Party.


 


		(l)	Failure to Pay or Deliver. Section 5(a)(i) is hereby deleted in its entirety
and replaced with the following:



 


“Failure to Pay or Deliver.
Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required
to be made by it if such failure is not remedied on or before 11:00 a.m., New York time, on the Business Day after notice
of such failure is given to the party.”


 


		(m)	Bankruptcy. The provisions of Section 5(a)(vii) will apply to Party A and will apply
to Party B, except that the following provisions of Section 5(a)(vii) shall not apply with respect to Party B: (2), (3) (to the
extent it refers to any assignment, arrangement or composition that is effected pursuant to the Trust Agreement), (6) (to the extent
that such provisions refer to any appointment contemplated or effected by the Trust Agreement or any appointment to which Party
B has not become subject), (7) and (9); provided further that, with respect to Party B only, (x) Section 5(a)(vii)(4) is hereby
amended by adding after the words “against it” the words “(excluding any proceeding or petition instituted or
presented by Party A or its Affiliates)” and (y) Section 5(a)(vii)(8) is hereby amended by deleting the words “to (7)
(inclusive)” and inserting in lieu thereof “, (3) as amended, (4) as amended, (5) and (6) as amended”.



 






    -21- 


     

    

 


PART 2:  Tax
Representations


 


		(a)	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement,
Party A and Party B will make the following representation:



 


It is not required by any applicable
law, as modified by the practice of any relevant governmental revenue authority of any Relevant Jurisdiction to make any deduction
or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (x) the
accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (y) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of
this representation where reliance is placed on clause (y) and the other party does not deliver a form or document under Section 4(a)(iii)
by reason of material prejudice to its legal or commercial position.


 


		(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement,
Party A and Party B will make the following representations specified below, if any: None.



 


PART 3:  Agreement
to Deliver Documents


 


For the purpose of Section 4(a)(i)
and (ii) of this Agreement, each party agrees to deliver the following documents:


 


		(a)	Tax forms, documents or certificates to be delivered are:



 


	
        Party
required to deliver 

document 
	
        Form/Document/Certificate 
	
        Date
by which to be 

delivered 

	Party A and Party B	A correct, complete and executed United States Internal Revenue Service Form W-9 (or any successor thereto).	(i)
    Upon execution of this Agreement, (ii) promptly upon learning that any such form previously provided has
    become obsolete or incorrect and (iii) promptly upon reasonable request of the other party.
	 	 	 




    -22- 


     

    

		(b)	Other documents to be delivered are:



 


	
        Party
required to 

deliver document 
	
        Form/Document/Certificate 
	
        Date
by which to be

 delivered 
	
        Covered
by 

Section 3(d) 

Representation 

	Party B	The Distribution Date Statement and copies of any other reports or notices delivered to the Holders of the Class A-3FL Certificates pursuant to the Trust Agreement	As soon as available	Yes
	Party B	Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and the Trust Agreement	Upon execution and delivery of this Agreement	Yes
	Party A and Party B	Certificate of authority and specimen signatures of individuals executing this Agreement, and any Confirmations	Upon execution and delivery of this Agreement and thereafter upon request of the other party	Yes
	Party A and Party B	Opinion of Counsel	Upon execution and delivery of this Agreement	No


 


PART 4:  Miscellaneous


 


		(a)	Address for Notices. For the purpose of Section 12(a) of this Agreement:–



 


Address for notice or communications to Party A:



Wells Fargo Bank, N.A.

550 South Tryon Street, 5th Floor

MAC D1086-051

Charlotte, North Carolina 28202

Attention: Derivatives Documentation Manager

Telephone No.: 704-410-2040

Facsimile No.: 704-410-0202


 


With a copy to:


 






    -23- 


     

    

 


Wells Fargo Bank, N.A.

45 Fremont Street, 30th Floor

MAC A0194-300

San Francisco, California 94105

Attention: Derivatives Documentation Manager

Facsimile No.: 877-564-8524


 


Address for notice or communications to Party B:



Wells Fargo Commercial Mortgage Trust 2016-C34

c/o Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Wells Fargo Commercial Mortgage Trust 2016-C34

Telephone No.: (410) 884-2000

Facsimile No.: (410) 997-9615 


Email Address: cts.cmbs.bond.admin@wellsfargo.com


 


		(b)	Process Agent. For the purpose of Section 13(c):



 


Party A appoints as its
Process Agent: Not applicable.


 


Party B appoints as its
Process Agent: Not applicable.


 


		(c)	Offices. The provisions of Section 10(a) will apply to this Agreement.



 


		(d)	Multibranch Party. For the purpose of Section 10 of this Agreement:–



 


Party A is not a Multibranch
Party.


 


Party B is not a Multibranch
Party.


 


		(e)	Calculation Agent. The Calculation Agent is Party B.



 


		(f)	Credit Support Document. Details of any Credit Support Document:-



 


Party A agrees that only
the amounts with respect to the Class A-3FL Certificates on deposit in the Class A-3FL Sub-Account (as such terms are defined in
the Trust Agreement) held by the Certificate Administrator under the Trust Agreement (such amounts, the “Trust Estate”)
shall constitute security, on a limited recourse basis as described below, for the obligations of Party B to Party A
under this Agreement.


 


Party A agrees that any
ISDA Credit Support Annex entered into between Party A and Party B pursuant to Part 1(k) hereof shall be a Credit
Support Document for purposes of this Agreement.


 


		(g)	Credit Support Provider.



 


Credit Support Provider means
in relation to Party A:        Not applicable.


 


Credit Support Provider means
in relation to Party B:         Not applicable


 






    -24- 


     

    

 


		(h)	Governing Law and Jurisdiction. To the extent not otherwise preempted by U.S. Federal
law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect
to any provision of New York law that would cause another jurisdiction’s laws to be applied) Section 13(b) of the Agreement
is hereby amended by (i) deleting the word “non-exclusive” appearing in paragraph (i) thereof and substituting therefor
the word “exclusive” and (ii) deleting the last sentence of Section 13(b) and substituting therefor the following sentence:



 


“Nothing
in this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of
New York or the United States District Court located in the Borough of Manhattan in New York City lacks jurisdiction over the parties
or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B)
the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate
any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are
commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over
that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan,
such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another
jurisdiction by or against the other party or against its property, assets or estate (including, without limitation, any suit,
action or proceeding described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise or protect its rights, interests
or remedies under this Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding,
or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having
commenced in that other jurisdiction.”


 


		(i)	Netting of Payments. Section 2(c)(ii) of this Agreement shall apply.



 


		(j)	“Affiliate” will have the meaning specified in Section 14 of this
Agreement.



 


PART 5:  Other
Provisions


 


		(a)	Recording of Conversations. Each party and any of its Affiliates may electronically
record any of its telephone conversations with the other party or with any of the other party’s Affiliates in connection
with this Agreement or any Transaction, and any such recordings may be submitted in evidence in any proceeding to establish any
matters pertinent to this Agreement or any Transaction.



 


		(b)	Furnishing Specified Information. Section 4(a)(iii) is hereby amended by inserting
“promptly upon the earlier of (i)” in lieu of the word “upon” at the beginning thereof and inserting “or
(ii) such party learning that the form or document is required” before the word “any” on the first line thereof.



 


		(c)	Notice by Facsimile Transmission. Section 12(a) is hereby amended by inserting
the words “2(b),” between the word “Section” and the number “5” and inserting the words “or
13(c)” between the number “6” and the word “may” in the second line thereof.



 


		(d)	Section 3 is revised so as to add the following Sections (g), (h), (i) and (j) at the
end thereof:



 


“(g) Non-Reliance.
For any Relevant Agreement: (i) it acts as principal and not as agent, (ii) it acknowledges that the other party acts
only arm’s length and is not its agent, broker, advisor or 


 






    -25- 


     

    

 


fiduciary in any respect,
and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise
provide to the party (or to any of its affiliates) excludes the Relevant Agreement, (iii) it is relying solely upon its
own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits
thereof, whether financial, accounting, tax, legal, or otherwise) and upon advice from its own professional advisors,
(iv) it understands the Relevant Agreement and those risks, has determined they are appropriate for it, and willingly
assumes those risks, (v) it has not relied and will not be relying upon any evaluation or advice (including any
recommendation, opinion, or representation) from the other party, its affiliates or the representatives or advisors of the
other party or its affiliates (except representations expressly made in the Relevant Agreement or an opinion of counsel
required thereunder), and (vi) if a party is acting as a Calculation Agent or Valuation Agent, it does so not as the
other party’s agent or fiduciary, but on an arm’s-length basis for the purpose of performing an
administrative function in good faith.


 


“Relevant Agreement”
means this Agreement, each Transaction, each Confirmation, any Credit Support Document, and any agreement (including any amendment,
modification, transfer or early termination) between the parties relating thereto or to any Transaction.


 


(h) Eligibility. It is
an “eligible contract participant” within the meaning of the Commodity Exchange Act.


 


(i) FDIC Requirements.
If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), its execution, delivery and performance of this Agreement
(including the Credit Support Annex and each Confirmation) have been approved by its board of directors or its loan committee,
such approval is reflected in the minutes of said board of directors or loan committee, and this Agreement (including the Credit
Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution
(or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor
are satisfied in full).


 


(j) ERISA. This Agreement
and the Transactions contemplated hereby will not constitute a non-exempt prohibited transaction under the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.”


 


		(e)	Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.



 


		(f)	Non-Petition. Party A hereby agrees that it will not, prior to the date which
is one year and one day after all the classes of rated Certificates issued by Party B pursuant to the Trust Agreement have
been paid in full, acquiesce, petition or otherwise invoke or cause Party B to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against Party B under any federal or state bankruptcy, insolvency
or similar law or for the purpose of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official for Party B or any substantial part of the property of Party B, or for the purpose of ordering the winding up
or liquidation of the affairs of Party B. Nothing herein shall prevent Party A from participating in any such proceeding
once commenced.



 


		(g)	Limited Recourse. The
obligations of Party B under this Agreement are limited recourse obligations of Party B, payable solely from amounts
remaining in the Trust Estate after payment



 






    -26- 


     

    

 


in full of all amounts
due to the Class A-3FL Certificates, subject to and in accordance with the terms of the Trust Agreement. No recourse shall be had
for the payment of any amount owing in respect of this Agreement against the trustee, certificate administrator or paying agent,
or any officer, member, director, employee, security holder or incorporator thereof (each, an “Affiliated Person”)
of Party B or its successors or assigns, or from amounts payable in respect of any other class of certificates or any other
party in accordance with the terms of the Trust Agreement, for any amounts payable under this Agreement. Upon application of the
Trust Estate in accordance with the Trust Agreement, Party A shall not be entitled to take any further steps against Party B
to recover any sums due but still unpaid hereunder or thereunder, and all claims by Party A against Party B hereunder
and/or under the Trust Agreement shall be extinguished.


 


		(h)	Limitation of Liability. It is expressly understood and agreed by the parties hereto
that (a) this Agreement and any Questionnaire is executed and delivered with respect to Party B by Wells Fargo Bank, National
Association (“Wells Fargo”), not individually or personally but solely as the certificate administrator,
in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertaking and agreements
herein made on the part of Party B are made and intended not as personal representations, undertakings and agreements by Wells
Fargo but are made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as
creating any liability on Wells Fargo, individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any person
claiming by, through or under such parties and (d) under no circumstances shall Wells Fargo be personally liable for the payment
of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by Party B under this Agreement, the Confirmation, or any Questionnaire.



 


		(i)	Transfer. Section 7 of the Agreement is supplemented by the additional requirement
that any transfer or assignment by Party A of its obligations under the Agreement (including any Confirmation), and any amendments
to the Agreement (including any Confirmation), shall be subject to Rating Agency Confirmation.



 


		(j)	The Class A-3FL Sub-Account Distribution Priority of Payments. Each of Party A and
Party B acknowledge and agree that the payments by Party B to Party A will be governed by the following terms:



 


(a)        
On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not been reduced to
zero, to the extent of amounts allocated to the Class A-3FL Sub-Account in accordance with the Trust Agreement and amounts received
from Party A, after remitting any Class A-3FL Net Swap Payment, in each case, payable to Party A on such Distribution Date pursuant
to the Trust Agreement, the Certificate Administrator shall make distributions from the Class A-3FL Sub-Account in the following
order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


First,
to the Holders of the Class A-3FL Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class for such Distribution Date;


 


Second,
to the Holders of the Class A-3FL Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Class A-3FL
Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FL Certificates has been reduced to zero;


 






    -27- 


     

    

 


Third,
to the Holders of the Class A-3FL Certificates, up to an amount equal to unreimbursed Realized Losses previously allocated to the
Class A-3FL Certificates (as a result of the allocation of Realized Losses to the Class A-3FX Regular Interest), plus interest
on that amount at the Pass-Through Rate for the Class A-3FL Certificates (as a result of the allocation of interest on unreimbursed
Realized Losses to the Class A-3FX Regular Interest compounded monthly from the date the related Realized Loss was allocated to
the Class A-3FX Regular Interest);


 


Fourth,
after the Certificate Balance of the Class A-3FL Certificates has been reduced to zero and all other amounts (including reimbursements
of Realized Losses or Interest Shortfalls) have been paid to the Class A-3FL Certificates, solely from amounts payable to such
Class of Certificates in respect of the Class A-3FL Percentage Interest of interest payments distributed on the Class A-3FX Regular
Interest, to Party A in respect of any termination payments then due to Party A under this Agreement; and


 


Fifth,
any remaining amount in the Class A-3FL Sub-Account to the Holders of the Class A-3FL Certificates.


 


(b)        
On each Distribution Date with respect to which a Class A-3FL Swap Conversion Event has not occurred, the Certificate Administrator
shall distribute to Party A amounts deposited in the Class A-3FL Sub-Account in respect of Yield Maintenance Charges and Prepayment
Premiums; provided, that on each Distribution Date with respect to which a Class A-3FL Swap Conversion Event has occurred
and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-3FL Sub-Account in respect
of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FL Certificates.


 


		(k)	Set-off. Party A and Party B hereby waive any and all right of set-off
with respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive
or otherwise limit the netting provisions contained in Sections 2(c)(ii) and 6(e) of this Agreement.



 


		(l)	Dodd-Frank. This provision shall apply if Party B has indicated that it is a U.S.
person. In order to comply with certain obligations pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)
and the rules, regulations, orders and interpretations that are published or issued by the U.S. Commodities Futures Trading Commission
to implement Dodd-Frank, the parties agree that the provisions of the August 2012 DF Protocol and the March 2013 DF Protocol are
incorporated into and apply to this Agreement with the same effect as if the parties had complied with the provisions of Section
2 of the respective Protocol Agreement. In this respect, references in such protocols to the “Protocol Covered Agreement”
will be deemed to be references to this Agreement, Party A and Party B will be deemed to be Matched PCA Parties, and the term “the
parties”, as used in such protocols, shall be construed as referring to Party A and Party B. The “August 2012
DF Protocol” shall mean the ISDA August 2012 DF Protocol Agreement, published by the International Swaps and Derivatives
Association, Inc. (“ISDA”) on August 13, 2012, the ISDA August 2012 DF Supplement, the ISDA August 2012
DF Protocol Questionnaire, and any addenda thereto, all such documents, as amended, restated or modified prior to the date of this
Agreement. The “March 2013 DF Protocol” shall mean the ISDA March 2013 DF Protocol Agreement, published
by ISDA on March 22, 2013, the ISDA March 2013 DF Supplement, the ISDA March 2013 DF Protocol Questionnaire (the “March
2013 DF Protocol Questionnaire”; and together with the August 2012 DF Protocol Questionnaire, the “Questionnaires”),
and any addenda thereto, all such documents, as amended, restated or modified prior to the date of this Agreement. Capitalized
terms used in this Part 5(l) and not 



 






    -28- 


     

    




 


defined herein shall have the respective meanings given to them in the August 2012 DF Protocol
and the March 2013 DF Protocol, respectively.


 


The parties agree that the responses
to the respective Questionnaires of the August 2012 DF Protocol shall be attached as an Annex to this Schedule to the Agreement,
and such responses shall supplement and form a part of the Agreement. In addition, if one or more Designated Evaluation Agents,
Designated QIRs or Designated Fiduciaries is identified in the Questionnaire, each such Designated Evaluation Agent, Designated
QIR or Designated Fiduciary, as the case may be, must countersign the Questionnaire where required.


 


Party B represents to Party A
as of the date of this Agreement and on each date on which a Transaction is entered into, that Party B is a U.S. person.


 


Party A represents to Party B
as of the date of this Agreement and on each date on which a Transaction is entered into, that Party A is either a swap dealer
or a major swap participant (as defined in Section 1(a) of the Commodity Exchange Act).


 


		(m)	Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account
Tax Compliance Act. “Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable
Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant
to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future
regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with
the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA
Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of
this Agreement.



 



    -29- 


     

    







	 	 	 	 	 
	Accepted and agreed:	 	 	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34
	 	 	 
	 	 	 	By:	Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator
	 	 	 	 	 
	By:	/s/ John Miechkowski	 	By:	/s/ Michael Baker
	 	Name: John Miechkowski

Title:  Authorized Signatory	 	 	Name: Michael Baker

Title: Assistant Vice President
	 	 	 	 	 








     


     

    




 








 


CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP

TRANSACTION UNDER 1992 MASTER AGREEMENT


 


	Date:	May 24, 2016	Our Ref:	20371156
	To:	
        Wells Fargo Commercial
Mortgage Trust 2016-C34

c/o Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Email Address:

cts.cmbs.bond.admin@wellsfargo.com
	From:	Wells Fargo Bank, National Association

550 South Tryon Street, 5th Floor

MAC D1086-051 

Charlotte, North Carolina 28202
	 	 	 	 
	
        Legal

Entity

Identifier

(LEI)
	LEI: 549300FWFHJGIW2B2U59	Legal

Entity

Identifier

(LEI):	LEI:KB1H1DSPRFMYMCUFXT09
	 	 	 	 
	Attn:	Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

2016-C34 (Class A-3FL Certificates)	Attn:	Derivatives Documentation Manager
	 	 	 	 
	Fax No:	(443) 542-6156	Fax No:	(704) 383-9139
	 	 	 	 
	Tel No:	(410) 884-2000	Tel No:	(704) 383-4599
	 	 	 	 
	
        Unique

Swap

Identifier 

(USI):
	          103039933701W00000000000000000000020371156

 


Dear Sir/Madam,


 


The purpose of this letter
agreement is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Commercial Mortgage
Trust 2016-C34 and Wells Fargo Bank, National Association (each a “party” and together “the
parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes
a “Confirmation” as referred to in the ISDA Master Agreement specified in paragraph 1 below (the “Agreement”).


 


The definitions and provisions
contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the “Definitions”)
are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Definitions
or the Trust Agreement referred to below under “Credit Support Documents.”


 


1.          This Confirmation
supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (including the
Schedule thereto) dated as of May 24, 2016, as amended and supplemented from time to time (the “Agreement”),
between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.


 


In this Confirmation
“Party A” means Wells Fargo Bank, National Association and “Party B” means Wells Fargo Commercial
Mortgage Trust 2016-C34 (the trust established pursuant to the Trust Agreement, as defined herein).


 


2.          The terms
of the particular Transaction to which this Confirmation relates are as follows:


 


	 	Notional Amount:	 	For each Calculation Period, the Certificate Balance (as defined in the Trust Agreement) of the Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Class A-3FL Certificates, issued by Party B under the Trust Agreement, as of 



 






     


     

    

 


	 	 	 	the Distribution Date (as defined in the Trust Agreement), prior to the application of amounts on such Distribution Date occurring in such Calculation Period, except that the Notional Amount for the Initial Calculation Period shall be the initial Certificate Balance of the Commercial Mortgage Pass-Through Certificates, Series 2016-C34, Class A-3FL Certificates. For the avoidance of doubt, on the Effective Date, the Notional Amount is equal to $25,000,000.00.
	 	 	 	 
	 	Trade Date:	 	May 24, 2016
	 	 	 	 
	 	Effective Date:	 	
        May 1, 2016, with respect to
        the Fixed Amounts

         

        May 24, 2016, with respect
to the Floating Amounts

	 	 	 	 
	 	Termination Date:	 	The earlier of: (a) the Rated Final Distribution Date (as defined in the Trust Agreement) in May 2049; or (b) the Distribution Date upon which the Notional Amount hereunder has been reduced to zero (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 	 
	 	Initial Accrued Interest Payment by Party A to the Depositor:	 	$45,265.28 to be paid on May 24, 2016.
	 	 	 	 
	 	Initial Bond Premium Payment by Party A to the Depositor:	 	$248,950.00 to be paid on May 24, 2016.
	 	 	 	 
	             Fixed Amounts:	 	 
	 	 	 	 
	 	Fixed Rate Payer:	 	Party B
	 	 	 	 
	 	Fixed Rate Payer Payment Dates:	 	The related Distribution Date, beginning on June 17, 2016 and ending on the Termination Date (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 	 
	 	Fixed Rate:	 	2.834% per annum
	 	 	 	 
	 	Fixed Rate Day Count Fraction:	 	30/360
	 	 	 	 
	 	Initial Fixed Rate Calculation Period:	 	From and including May 1, 2016, through and including May 31, 2016.
	 	 	 	 
	 	Fixed Amount:	 	For each Payment Date in respect of a Fixed Rate Calculation Period, the lesser of: (1) the sum of (I) the product of (a) the Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount for such Fixed Rate Calculation Period, and (II) the product of (a) the Class A-3FL Percentage Interest and (b) the amount of Interest Shortfall in respect of the Class A-3FX Regular Interest for such Distribution Date (the “Regular Fixed Amount”), and (2) the amount of funds available for such payment under the Trust Agreement (the “Available Fixed Amount”).
	 	 	 	 
	 	Fixed Rate Payer Period End Dates:	 	The first day of each calendar month (subject to No Adjustment).



 






    2 


     

    

 


	 	Fixed Rate Calculation Period:	 	For each Payment Date, the calendar month preceding such Payment Date during the Term of this Transaction, except that the final Fixed Rate Calculation Period will end on, and include, the last day of the calendar month preceding the Termination Date.
	 	 	 	 
	 	Additional Fixed Amount I:	 	For any Payment Date on which no continuing payment default exists on the part of Party A, the amount equal to the product of (1) the Class A-3FL Percentage Interest and (2) any Yield Maintenance Charges and Prepayment Premiums (each as defined in the Trust Agreement) paid in respect of the Class A-3FX Regular Interest on the related Distribution Date under the Trust Agreement.
	 	 	 	 
	 	Additional Fixed Amount II:	 	
        For any Payment Date, the amount
        equal to the product of (1) the Class A-3FL Percentage Interest and (2) any Recovered Interest Amounts (as defined below) paid
        in respect of the Class A-3FX Regular Interest on the related Distribution Date under the Trust Agreement.

         

        “Recovered Interest
Amount” means, with respect to Realized Losses reimbursed to the Class A-3FX Regular Interest pursuant to the Trust Agreement,
interest on such amount at the Pass-Through Rate for such Class A-3FX Regular Interest compounded monthly from the date the related
Realized Loss was allocated to such Class. 

	 	 	 	 
	             Floating Amounts:	 	 
	 	 	 	 
	 	Floating Rate Payer:	 	Party A
	 	 	 	 
	 	Floating Rate Payer Payment Dates:	 	The Business Day immediately prior to the related Distribution Date, beginning on the Business Day immediately prior to June 17, 2016, and ending on the Business Day immediately prior to the Termination Date (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 	 
	 	Floating Rate:	 	LIBOR plus the Spread.
	 	 	 	 
	 	Floating Rate Option:	 	LIBOR, as defined and calculated under the Trust Agreement, provided that for the Initial Floating Rate Calculation Period, the Floating Rate Option shall be 0.44325% (exclusive of the Spread).
	 	 	 	 
	 	Spread:	 	Plus 1.0400%
	 	 	 	 
	 	Floating Rate Day Count Fraction:	 	Actual/360
	 	 	 	 
	 	Floating Rate Calculation Period:	 	For each Payment Date, the period from and including the Distribution Date in the preceding calendar month (or the Closing Date (as defined in the Trust Agreement) in the case of the Initial Floating Rate Calculation Period) to, but excluding, the related Distribution Date, except that the final Calculation Period will end on, but exclude, the Termination Date.
	 	 	 	 
	 	Initial Floating Rate Calculation Period:	 	From and including the Closing Date to, but excluding, June 17, 2016.
	 	 	 	 
	 	Floating Amount:	 	For each Payment Date in respect of a Floating Rate Calculation Period, the greater of (1) zero and (2) an amount equal to (i) the 



 






    3 


     

    

 


	 	 	 	sum of (I) the product of (a) the Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Notional Amount for such Floating Rate Calculation Period, and (II) to the extent not previously paid, the amount of interest distributable to the Class A-3FL Certificates for all previous Distribution Dates, minus (ii) the excess of (I) the Regular Fixed Amount for such Payment Date over (II) the Available Fixed Amount for such Payment Date.
	 	 	 	 
	 	Additional Floating Amount:	 	
        For any Fixed Rate Payer Payment
        Date on which an Additional Fixed Amount II is payable to Party A, the amount, payable by Party A on the related Floating Rate
        Payer Payment Date, equal to the sum, for each portion of any Floating Rate Calculation Period during the Related Floating Rate
        Calculation Period, of the product of (a) the Applicable Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Additional
        Notional Amount for each Related Floating Rate Calculation Period, where for purposes of calculating the Additional Floating Amount:

         

        (1) the “Applicable Floating
        Rate” shall be determined by reference to the applicable Floating Rate(s) determined for each Floating Rate Calculation Period
        during the Related Floating Rate Calculation Period;

         

        (2) the “Additional Notional
        Amount” shall be an amount equal to the amount of the increase (or portion thereof applicable to each Related Floating Rate
        Calculation Period) to the Certificate Balance of the Class A-3FL Certificates related to such Additional Fixed Amount II; and

         

        (3) the “Related
Floating Rate Calculation Period” shall be from and including the Distribution Date on which the related Realized Losses
were allocated to the Class A-3FX Regular Interest to but excluding the Distribution Date on which the Certificate Balance of
the Class A-3FL Certificates was increased by an amount equal to the Additional Notional Amount. 

	 	 	 	 
	 	Business Days:	 	As defined in the Trust Agreement.
	 	 	 	 
	 	Calculation Agent:	 	Party B
	 	 	 	 
	 	Netting:	 	For the avoidance of doubt, for purposes of Section 2(c) of the Agreement, any amounts payable by the Floating Rate Payer on a Floating Rate Payer Payment Date, and by the Fixed Rate Payer on the related Fixed Rate Payer Payment Date, shall be netted even though such dates would otherwise be different, and the party with the larger aggregate amount shall make the net payment on such party’s applicable Payment Date.


 


3.          Recording of
Conversations


 


Each party to this Transaction
acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other
or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating
to the Agreement and/or this Transaction.


 


	4.	Credit Support Documents:	 	With respect to Party B, the Pooling and Servicing Agreement dated as of May 1,
2016, between Wells Fargo Commercial



 






    4 


     

    

 


	 	 	 	Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as amended, modified, supplemented, restated or replaced from time to time (the “Trust Agreement”).
	 	 	 	 
	5.	Account Details:	 	 
	 	 	 	 
	 	Account for payments to Party A:	 	
        Name: Wells Fargo Bank,
N.A. 

        ABA: 121000248 

        Acct #: 01014894464228 

        Attn: Derivatives Desk 

        Trade Ref: 20371156 

	 	 	 	 
	 	Account for payment of Initial Accrued Interest Payment and Initial Bond Premium Payment:	 	Name: The Bank of New York Mellon

ABA: 021000018

Account Name: Wells Fargo Securities

Account: GLA 111569 WCF

Re: Syndicate Operations

Reference: WFCM 2016-C34
	 	 	 	 
	 	Account for payments to Party B:	 	Account: Swap Distribution Account

    Name: Wells Fargo Bank, N.A.

    ABA: 121000248

    Acct#: 3970771416

    Account Name: Swap Account 

    Further Credit to: 79015401

    Ref.: WFCM 2016-C34 Distribution Account

    Attn: Corporate Trust Services (CMBS)/(410) 884-2000
	 	 	 	 
	6.	Offices:	 	 
	 	 	 	 
	 	The Office of Party A for this Transaction is:	 	Charlotte, NC
	 	 	 	 
	 	The Office of Party B for this Transaction is:	 	Columbia, MD
	 	 	 	 
	7.	It is understood and agreed by Party A and Party B that the duties of Party B hereunder shall, pursuant to the Trust Agreement, be performed by or at the direction of Wells Fargo Bank, N.A. in its capacity as Certificate Administrator thereunder.
	 	 
	8.	
        Eligibility:

         

        Each party represents that it
        is an “eligible contract participant” within the meaning of the Commodity Exchange Act (7 U.S.C. § 1 et seq),
        as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by 17 C.F.R. § 1.3(m). The ISDA
        Non-ECP Guarantor Exclusionary Terms available here: http://www2.isda.org/functional-areas/legal-and-documentation/standard-terms
        (“Exclusionary Terms”) are incorporated by reference in this Confirmation and apply to the entry into this Transaction
        by the parties within the meaning of §2(e) of the Commodity Exchange Act. For the avoidance of doubt, the Exclusionary Terms
        will not apply, in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether
        in whole or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is
        an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected.

         



 






    5 


     

    

 


Please confirm that the
foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning
via telecopier an executed copy of this Confirmation to the attention of Derivatives Documentation Group (fax no. (704) 383-9139).


 


Failure to respond within
such period shall not affect the validity or enforceability of this Transaction, and shall be deemed to be an affirmation of the
terms and conditions contained herein, absent manifest error.


 






    6 


     

    

 


Accepted and confirmed
as of the date first written: 





	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34
	 	 	 	 
	 	 	 	By:	Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Robin Rhodes	 	By: 	Michael Baker
	 	Name: Robin Rhodes	 	 	Name: Michael Baker
	 	Title: Authorized Signatory	 	 	Title: Assistant Vice President







 


WFBNA Ref.: 20371156


 


WFCM
2016-C34 – Class A-3FL/FX Swap Confirmation


 










     


     

    

 






  


International Swaps and Derivatives
Association, Inc.


 




ISDA
AUGUST 2012 DF PROTOCOL QUESTIONNAIRE1


 




published on August
13, 2012,


by the International Swaps and Derivatives
Association, Inc.


 




Annotated
in red with references to the Amended and Restated Addendum I dated


December 13, 2012


 





 



 




		1	This Questionnaire is intended to address requirements
of the following final rules:



 




		(1)	CFTC, Final Rule, Business Conduct Standards for Swap
Dealers and Major Swap Participants With Counterparties, 77 Fed. Reg. 9734 (Feb. 17, 2012);



 


		(2)	CFTC, Final Rule, Large Trader Reporting for Physical
Commodity Swaps, 76 Fed. Reg. 43851 (July 22, 2011);



 


		(3)	CFTC, Final Rule, Position Limits for Futures and
Swaps, 76 Fed. Reg. 71626 (Nov. 18, 2011);



 


		(4)	CFTC, Final Rule, Real-Time Public Reporting of Swap
Transaction Data, 77 Fed. Reg. 1182 (Jan. 9, 2012);



 


		(5)	CFTC, Final Rule, Swap Data Recordkeeping and Reporting
Requirements, 77 Fed. Reg. 2136 (Jan. 13, 2012);



 


		(6)	CFTC, Final Rule, Swap Dealer and Major Swap Participant
Recordkeeping, Reporting, and Duties Rules; Futures Commission Merchant and Introducing Broker Conflicts of Interest Rules; and
Chief Compliance Officer Rules for Swap Dealers, Major Swap Participants, and Futures Commission Merchants, 77 Fed. Reg. 20128
(Apr. 3, 2012); and



 


		(7)	CFTC, Final Rule, Swap Data Recordkeeping and Reporting
Requirements: Pre-Enactment and Transition Swaps, 77 Fed. Reg. 35200 (June 12, 2012).



 


See
Amended and Restated Addendum I for additional final rules addressed thereby.


 


Copyright
© 2012 by International Swaps and Derivatives Association, Inc.


 






     


     


    

 


ISDA®


 


International Swaps and
Derivatives Association, Inc.


 


ISDA
August 2012 DF Protocol Questionnaire


dated as of August
13, 2012 


Annotated
in red with references to the Amended and Restated Addendum I dated


December
13, 2012


	 







 


Instructions:
A PCA Principal or PCA Agent that has adhered to the Protocol Agreement in the manner specified therein may complete and execute
this Questionnaire and deliver it by a means specified in the Protocol Agreement in order to supplement existing Protocol Covered
Agreements and/or enter into new Protocol Covered Agreements in the form of the DF Terms Agreement.


 


On
December 13, 2012, ISDA published the Amended and Restated Addendum I to provide information needed by Swap Dealers to satisfy
additional regulatory provisions under the Commodity Exchange Act and CFTC Regulations. As further described therein, the Amended
and Restated Addendum I is intended to be used to supplement and/or modify information and representations provided in respect
of a PCA Principal in this Questionnaire. (If a party has already submitted a completed Questionnaire, it may complete and deliver
the Amended and Restated Addendum I to update information and representations previously provided, as necessary.) All PCA Principals
and PCA Agents should review and complete relevant portions of the Amended and Restated Addendum I.


 


This
Questionnaire may be executed and delivered by a PCA Principal on its own behalf or by a PCA Agent on behalf of one or more PCA
Principals. By delivering this Questionnaire to another PCA Principal or PCA Agent in a manner specified in the Protocol Agreement,
the deliverer may agree to enter into and/or supplement Protocol Covered Agreements with such other PCA Principal or PCA Agent.
Where an existing Protocol Covered Agreement was originally executed by a PCA Agent on behalf of one or more PCA Principals, only
the relevant PCA Agent (and not a PCA Principal) may use this Questionnaire and the Protocol Agreement to supplement such Protocol
Covered Agreement.


 


In
the case of a PCA Principal executing and delivering this Questionnaire on its own behalf, (i) such party must identify itself
as the PCA Principal in column 1 of the PCA Principal Answer Sheet, and (ii) this Questionnaire will only be effective to supplement
existing Protocol Covered Agreements executed by such party on its own behalf and/or to enter into DF Terms Agreements on its
own behalf. In the case of a PCA Agent executing and delivering this Questionnaire on behalf of one or more PCA Principals, (i)
the PCA Agent must list the names of each such PCA Principal in column 1 of the PCA Principal Answer Sheet, and (ii) this Questionnaire
will only


 






     -1-


     

    

 


be
effective to enter into DF Terms Agreements on behalf of listed PCA Principals and/or supplement Protocol Covered Agreements executed
by the PCA Agent on behalf of the listed PCA Principals. For the avoidance of doubt, if this Questionnaire is being completed
by a PCA Agent on behalf of multiple PCA Principals, this Questionnaire shall be treated as if it were a separate Questionnaire
with respect to each separate PCA Principal listed in column 1 of the PCA Principal Answer Sheet.


 


In
addition, if one or more Designated Evaluation Agents, Designated QIRs or Designated Fiduciaries is identified in this Questionnaire,
each such Designated Evaluation Agent, Designated QIR or Designated Fiduciary, as the case may be, must countersign this Questionnaire
where indicated.


 


The
responses to Part II (except as otherwise indicated below) and Part III, Sections 2(b)(xxii) and 10(b) of this Questionnaire may
be set forth directly on this Questionnaire, or if there is insufficient space, on a separate schedule. The responses to the other
sections of Part II and Part III of this Questionnaire must be set forth on the PCA Principal Answer Sheet.





	 



 


Part
I: Definitions


 


References
in this Questionnaire to the following terms shall have the following meanings:


 


“Commodity Exchange Act”
means the Commodity Exchange Act, as amended.


 


“CFTC”
means the U.S. Commodity Futures Trading Commission.


 


“DF Schedule” means a schedule to the DF Supplement.


 


“DF
Supplement” means the ISDA August 2012 DF Supplement published on August 13, 2012 by the International Swaps and
Derivatives Association, Inc.


 


“DF
Supplement Rules” means the CFTC Regulations adopted in the following Federal Register citations, as amended and
supplemented from time to time: (1) Business Conduct Standards for Swap Dealers and Major Swap Participants With Counterparties,
77 Fed. Reg. 9734 (Feb. 17, 2012); (2) Large Trader Reporting for Physical Commodity Swaps, 76 Fed. Reg. 43851 (July 22,
2011); (3) Position Limits for Futures and Swaps, 76 Fed. Reg. 71626 (Nov. 18, 2011); (4) Real- Time Public Reporting
of Swap Transaction Data, 77 Fed. Reg. 1182 (Jan. 9, 2012); (5) Swap Data Recordkeeping and Reporting Requirements,
77 Fed. Reg. 2136 (Jan. 13, 2012); (6) Swap Dealer and Major Swap Participant Recordkeeping, Reporting, and Duties Rules; Futures
Commission Merchant and Introducing Broker Conflicts of Interest Rules; and Chief Compliance Officer Rules for Swap Dealers, Major
Swap Participants, and Futures Commission Merchants, 77 Fed. Reg. 20138 (Apr. 3, 2012); (7) Swap Data Recordkeeping and
Reporting Requirements: Pre-Enactment and Transition Swaps, 77 Fed. Reg. 35200 (June 12, 2012); and (8) any comparable non-U.S.
regulations with which SD is permitted by the CFTC to comply in lieu of any of the foregoing CFTC Regulations.


 






     -2-


     

    

 


“DF
Terms Agreement” means the ISDA August 2012 DF Terms Agreement published by ISDA
on August 13, 2012.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Special Entity” means
an employee benefit plan subject to Title I of ERISA. “LEI/CICI” means a “legal entity identifier”
satisfying the requirements of CFTC Regulation 45.6
or such other entity identifier as shall be provided by the CFTC pending the availability of such legal entity identifiers.


 


“Major
Security-Based Swap Participant” means a person registered with the SEC as a “major security-based swap participant”
as defined in Section 3a(67) of the Securities Exchange Act and Rule 3a67-1 thereunder.


 


“Major
Swap Participant” means a person registered (fully or provisionally) with the CFTC as a “major swap participant”
as defined in Section 1a(33) of the Commodity Exchange Act and CFTC Regulation 1.3(hhh) thereunder.


 


“PCA
Agent” means a party who has executed a Protocol Covered Agreement on behalf of one or more PCA Principals.


 


“PCA
Principal” means a person who is or may become a principal to one or more Swaps under a Protocol Covered Agreement
and who is identified as such in column 1 of the PCA Principal Answer Sheet.


 


“PCA
Principal Answer Sheet” means a spreadsheet substantially in the form of Annex A to this Questionnaire.


 


“Protocol
Agreement” means the ISDA August 2012 DF Protocol Agreement published on August 13, 2012 by the International
Swaps and Derivatives Association, Inc.


 


“Protocol
Covered Agreement” means a DF Terms Agreement or an existing written agreement between two parties that governs
the terms and conditions of one or more transactions in Swaps that each such party has or may enter into as principal.


 


“Regulated
Swap Entity” means a person that is a Swap Dealer, Security-Based Swap Dealer, Major Swap Participant or Major Security-Based
Swap Participant.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


“Security-Based
Swap Dealer” means a person registered with the SEC as a “security-based swap dealer” as defined in
Section 3(a)(71) of the Securities Exchange Act and Rule 3a71-1 thereunder.


 






     -3-


     

    

 


“Special
Entity” means a “special entity” as defined in Section 4s(h)(2)(C) of the Commodity Exchange Act and
CFTC Regulation 23.401(c) thereunder.


 


“Swap”
means a “swap” as defined in the Section 1a(47) of the Commodity Exchange Act and CFTC Regulation 1.3(xxx). The term
“Swap” also includes any foreign exchange swaps and foreign exchange forwards that may be exempted from regulation
as “swaps” by the Secretary of the Treasury pursuant to authority granted by Section 1a(47)(E) of the Commodity Exchange
Act.


 


“Swap
Dealer” means a person registered (fully or provisionally) with the CFTC as a “swap dealer”as defined
in Section 1a(49) of the Commodity Exchange Act and CFTC Regulation 1.3(ggg).


 


“Swap
Recommendation” means a “recommendation” (as such term is used in CFTC Regulations 23.434 and 23.440)
with respect to a Swap or a trading strategy involving a Swap that is governed by or proposed to be governed by a Matched PCA.


 


Capitalized
terms used but not otherwise defined in this Questionnaire shall have the meanings assigned to such terms in the Protocol Agreement.


 


Part
II: PCA Principal Information


 


Part
II of this Questionnaire specifies information regarding a PCA Principal that may be provided by or on behalf of such PCA Principal.
Provision of the information requested in Sections 2 through 5 of this Part II is not required if the specified information has
already been provided to each counterparty receiving this Questionnaire. With respect to the information requested in any question
in Sections 2 through 5 of this Part II, this Questionnaire provides that unless such information appears in the publicly available
portion of an LEI/CICI database or is provided herein, the relevant PCA Principal represents to each counterparty receiving this
Questionnaire that the specified information has already been provided to such counterparty in writing, and that it is true, correct
and complete as of the date of delivery of this Questionnaire to such counterparty.


 


If
you require additional space to answer any of the questions below (e.g., to provide information for multiple PCA Principals),
you may attach a separate schedule to provide the PCA Principal information specified in this Part II.


 


		1.	LEI/CICI2



 


To
answer this question, complete column 2 of the relevant row of the PCA Principal Answer Sheet by inserting the PCA Principal’s
LEI/CICI; provided that, if LEI/CICIs are not generally available or if PCA Principal is not eligible to receive an LEI/CICI from
available providers, PCA Principal may answer this question by completing column 2 of the relevant row of the PCA Principal Answer
Sheet by inserting “None.”


 





 



 





2
CFTC Regulation 45.6.


 







 






     -4-


     

    

 


What
is PCA Principal’s LEI/CICI? 549300FWFHJGIW2B2U59


 


		2.	True Name and
                                         Address3



 


The
true name and address of PCA Principal is as follows:





	 	 	 	 
	Name: 	Wells Fargo Commerical Mortgage Trust 2016-C34
	 	 
	Address:	c/o Wells Fargo Bank, National Association, as Certificate Administrator,
	 	 
	9062 Old Annapolis Road, Columbia, MD 21045
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	cts.cmbs.bond.admin@wellsfargo.com


 


		3.	Principal Occupation or Business4



 


The
principal occupation or business of PCA Principal is as follows:


 





	 	Grantor Trust
	 	 
	 	 



 


		4.	Guarantor Information5



 


		(a)	To answer this question, complete column 3 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
any person guarantying the performance of PCA Principal? NO


 





 



 









		3	CFTC Regulation 23.402(c).



 


		4	CFTC Regulation 23.402(c).



 

		5	CFTC Regulation 23.402(c).


 






     -5-


     

    

 


		(b)	If any person is guarantying the performance of PCA
Principal, the true name and address of each person providing such guaranty is as follows:









	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 


		5.	Third Party Control Person Information



 


		(a)	To answer this question, complete column 4 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
any person (other than an employee of PCA Principal) exercising any control with respect to the Swap positions under Protocol
Covered Agreements in respect of which this Questionnaire is being executed and delivered (such person, a “Third Party
Control Person”)? NO


 


		(b)	If PCA Principal
                                         has one or more Third Party Control Person(s), the true name(s) and address(es) of such
                                         person(s) is/are as follows (PCA Agents filling out this Questionnaire for PCA Principals
                                         should enter their own name and address if they will act as a Third Party Control Person
                                         for their PCA Principals with respect to trades under the Protocol Covered Agreements):6









	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 





 



 





		6	CFTC Regulation 23.402(c).


 


 






     -6-


     

    

 

		6.	Designated Evaluation Agent Information



 


The
following information must be provided for PCA Principals that are not Regulated Swap Entities or Special Entities and that wish
to incorporate DF Schedule 3 (Institutional Suitability Safe Harbor for Non-Special Entities) into Matched PCAs.


 


		(a)	To answer this question, complete column 5 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


For
purposes of DF Schedule 3 (Institutional Suitability Safe Harbor for Non- Special Entities), does PCA Principal have one or more
agents (other than an employee of PCA Principal) that it wishes to designate as “Designated Evaluation Agents”
and that are responsible for (i) evaluating investment risks with regard to Swaps and trading strategies involving Swaps as well
as any Swap Recommendations provided to PCA Principal and (ii) making trading decisions with respect to Swaps on behalf of PCA
Principal? NO



(Please note that it is permissible for a PCA Principal to enter into DF Schedule 3 without designating an agent as its Designated
Evaluation Agent provided that the PCA Principal can make the representations provided in Part II of DF Schedule 3.)


 


		(b)	Please provide
                                         the true name and address of each agent that PCA Principal wishes to designate as a “Designated
                                         Evaluation Agent” for purposes of DF Schedule 3 (if the PCA Principal has only
                                         a single Designated Evaluation Agent that is the same as its single Third Party Control
                                         Person, you may write “Same as Third Party Control Person”):7









	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 





 



 





		7	CFTC Regulation 23.434(b)(1).


 






     -7-


     

    

 


		7.	Designated QIR Information (Not Applicable)



 


The
following information must be provided for PCA Principals that are Special Entities other than ERISA Special Entities, and that
wish to incorporate DF Schedule 4 (Safe Harbors for Non-ERISA Special Entities) into Matched PCAs.


 


Please
provide the true name and address of each of PCA Principal’s representatives selected as a “Designated QIR”
for purposes of the DF Supplement (if the PCA Principal has only a single Designated QIR that is the same as its single Third
Party Control Person, you may write “Same as Third Party Control Person”):8








	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 





 



 






     -8-


     

    

 


		8.	Designated Fiduciary Information (Not Applicable)



 


The
following information must be provided for PCA Principals that are ERISA Special Entities, and that wish to incorporate DF Schedule
5 (Safe Harbors for ERISA Special Entities (Option 1)) and/or DF Schedule 6 (Safe Harbors for ERISA Special Entities (Option 2))
into Matched PCAs.


 


Please
provide the true name and address of each of PCA Principal’s “fiduciaries,” as that term is defined in Section
3 of ERISA, selected as a “Designated Fiduciary” for purposes of the DF Supplement (if the PCA Principal
has only a single Designated Fiduciary that is the same as its single Third Party Control Person, you may write “Same as
Third Party Control Person”):9





	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 


		9.	Address for Complaints (Not Applicable)



 


If
PCA Principal is a Swap Dealer or Major Swap Participant, it may, but is not required to, set forth here the physical address,
email or other widely available electronic address, and telephone number of the department to which any complaints may be directed:10





	 	 	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 





 



 


		9	CFTC Regulation 23.450(d)(2).



 


		10	CFTC Regulation 23.201(b)(3)(ii).



 






     -9-


     

    

 


		10.	E-mail Address for Delivery of Required Notifications
and Disclosures



 


The
following information may be provided by, or on behalf of, PCA Principals that are not Swap Dealers.


 


PCA
Principal may provide an e-mail address that may be used for the delivery of notifications and any informational disclosures given
pursuant to the DF Supplement Rules:


 





	E-mail:	cts.cmbs.bond.admin@wellsfargo.com







 


		11.	Election to Receive Oral Disclosure of Pre-Trade
Mid-Market Marks and Basic Material Economic Terms



 


To
answer this question, complete column 6 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate. If PCA Principal answers this question “Yes,” then it may receive oral disclosures
of any pre-trade mid-market marks and basic material economic terms pursuant to CFTC Regulation 23.431(a)(2) and (3)(i).


 


Does
PCA Principal agree to receive oral disclosure (with written confirmation to follow post-trade) of any (i) pre-trade mid-market
marks pursuant to CFTC Regulation 23.431(a)(3)(i) and (ii) basic material economic terms, including price, notional amount and
termination date, pursuant to CFTC Regulation 23.431(a)(2)? YES


 






     -10-


     

    

 


Part
III: PCA Principal Status Representations and Elections


 


Part
III of this Questionnaire consists of questions that must be answered by, or on behalf of, each PCA Principal except as otherwise
indicated. Answers to the questions should be provided in the PCA Principal Answer Sheet except as otherwise indicated.


 


		1.	Commodity Pool



 


The
purpose of this question is to permit a PCA Principal who is able to specify whether it is a “commodity pool” (as
further defined below) to inform its counterparty of such status. The answer to this question will assist in identifying PCA Principals
who may need to make additional representations regarding their status as an “eligible contract participant” when
additional CFTC regulations regarding this status go into effect on December 31, 2012.


 


If
PCA Principal does not wish to make any representation at this time as to whether it is a “commodity pool” it may
insert “No Answer.” If a PCA Principal inserts “No Answer,” a Swap Dealer receiving this Questionnaire
may be required to inquire further and obtain additional representations prior to December 31, 2012.


 


If
you are intending to answer “Yes” or “No Answer,” please review Sections 3 and 4 of the Amended and Restated
Addendum I prior to answering this Question.


 


To
answer this question, complete column 7 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes,”
“No,” or “No Answer,” as appropriate:


 


Is
PCA Principal a “commodity pool,” as that term is defined in Section 1(a)(10) of the Commodity Exchange Act and applicable
regulations thereunder (a “Commodity Pool”)? NO


 


		2.	Eligible Contract Participant11



 


		(a)	To answer this question, complete column 8 of the relevant
row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Please
review Section 4 of the Amended and Restated Addendum I with respect to transactions described in section 2(c)(2)(B)(i)(I) or
2(c)(2)(C)(i)(I)(bb) (other than transactions described in section 2(c)(2)(C)(i)(II)) of the Commodity Exchange Act (“Specified
FX Transactions”) prior to answering this Question.


 





 



  


		11	CFTC Regulation 23.430(a).



 






     -11-


     

    

 


Other
than for purposes of any agreement, contract or transaction described in Sections 2(c)(2)(B)(vi) or 2(c)(2)(C)(vii) of the
Commodity Exchange Act, is PCA Principal an “eligible contract participant,” as that term is defined in Section
1a(18) of the Commodity Exchange Act and applicable regulations thereunder (an “Eligible Contract
Participant”)? YES


 


		(b)	To respond to this instruction, complete column 9
of the relevant row of the PCA Principal Answer Sheet by inserting at least one of the subsection numbers below in column 9: ix



 


If
PCA Principal has identified itself as an Eligible Contract Participant, please indicate at least one of the following subsections
that is applicable to PCA Principal (respondents may, but are not required to, indicate more than one subsection if applicable):12


 


		(i)	PCA Principal is a “swap dealer,” as defined
in Section 1a(49) of the Commodity Exchange Act and CFTC Regulation 1.3(ggg).13



 


		(ii)	PCA Principal is a “security-based swap dealer,”
as defined in Section 3(a)(71) of the Securities Exchange Act and Rule 3a71-1 thereunder.14



 


		(iii)	PCA Principal is a “major swap participant,”
as defined in Section 1a(33) of the Commodity Exchange Act and CFTC Regulation 1.3(hhh).15



 


		(iv)	PCA Principal is a “major security-based swap
participant,” as defined in Section 3(a)(67) of the Securities Exchange Act and Rule 3a67-1 thereunder.16



 


		(v)	PCA Principal is a “financial institution”
as defined in Section 1a(21) of the Commodity Exchange Act (a “Financial Institution”).17



 


		(vi)	PCA Principal is an insurance company that is regulated
by a State, or that is regulated by a foreign government and is subject to comparable regulation as determined by the CFTC, including
a



 





 



 


		12	CFTC Regulation 23.430(a). See 77 Fed. Reg. 9734,
9757 (Feb. 17, 2012).



 


		13	CFTC Regulation 1.3(m)(2).



 


		14	CFTC Regulation 1.3(m)(4).



 


		15	CFTC Regulation 1.3(m)(1).



 


		16	CFTC Regulation 1.3(m)(3).



 


		17	Commodity Exchange Act § 1a(18)(A)(i).



 






     -12-


     

    

 


regulated
subsidiary or affiliate of such an insurance company (an “Eligible Insurance Company”).18


 


		(vii)	PCA Principal
                                         is an investment company subject to regulation under the Investment Company Act of 1940,
                                         as amended, or a foreign person performing a similar role or function subject as such
                                         to foreign regulation (regardless of whether each investor in the investment company
                                         or the foreign person is itself an Eligible Contract Participant) (an “Eligible
                                         Investment Company”).19



 


		(viii)	PCA Principal
                                         is a Commodity Pool that (1) has total assets exceeding $5,000,000 and (2) was formed
                                         and is operated by a person subject to regulation under the Commodity Exchange Act or
                                         a foreign person performing a similar role or function subject as such to foreign regulation
                                         (an “Eligible Commodity Pool”).20



 


		(ix)	PCA Principal is a corporation, partnership, proprietorship,
organization, trust, or other entity (1) that has total assets exceeding $10,000,000 or (2) the obligations of which under each
Protocol Covered Agreement to which it is a party are guaranteed or otherwise supported by a letter of credit or keepwell, support,
or other agreement by a corporation, partnership, proprietorship, organization, trust, or other entity that has total assets exceeding
$10,000,000, a Financial Institution, an Eligible Insurance Company, an Eligible Investment Company, an Eligible Commodity Pool,
an Eligible Government Entity, or an Other Eligible Person (as defined in paragraph (xxii) below) (a “Large Entity”).21



 


A
PCA Principal that intends to qualify as an Eligible Contract Participant exclusively as a Large Entity and/or Hedging
Entity ECP (defined below) should review Sections 3 and 4 of the Amended and Restated Addendum I prior to answering this Question.


 


		(x)	PCAPrincipalisacorporation,partnership,proprietorship,
organization, trust, or other entity that has a net worth exceeding $1,000,000 and enters into Swaps in connection with the conduct
of the entity’s business or to manage the risk associated with an asset or



 





 



 


		18	Commodity Exchange Act § 1a(18)(A)(ii).



 


		19	Commodity Exchange Act § 1a(18)(A)(iii).



 


		20	Commodity Exchange Act § 1a(18)(A)(iv). The CFTC
has interpreted the language “subject to regulation under the Commodity Exchange Act,” for purposes of CFTC Regulation
1.3(m)(6) (effective Dec. 31, 2012) and Commodity Exchange Act § 1a(18)(A)(iv) as requiring lawful operation of the Commodity
Pool by a person excluded from the definition of “commodity pool operator,” a registered commodity pool operator or
a person properly exempt from registration as a commodity pool operator. See 77 Fed. Reg. 30596, 30654-55 (May 23, 2012).



 


		21	Commodity Exchange Act § 1a(18)(A)(v)(I)-(II).



 






     -13-


     

    

 


liability
owned or incurred or reasonably likely to be owned or incurred by the entity in the conduct of the entity’s business (a
“Hedging Entity ECP”).22


 


A
PCA Principal that intends to qualify as an Eligible Contract Participant exclusively as a Hedging Entity ECP and/or Large
Entity (defined above) should review Sections 3 and 4 of the Amended and Restated Addendum I prior to answering this Question.


 


		(xi)	PCA Principal
                                         is an employee benefit plan subject to ERISA, a governmental employee benefit plan, or
                                         a foreign person performing a similar role or function subject as such to foreign regulation
                                         (1) that has total assets exceeding $5,000,000; or (2) the investment decisions of which
                                         are made by (A) an investment adviser or commoditytrading advisor subject to regulation
                                         under the Investment Advisers Act of 1940, as amended, or the Commodity Exchange Act;
                                         (B) a foreign person performing a similar role or function subject as such to foreign
                                         regulation; (C) a Financial Institution; or (D) an Eligible Insurance Company, or a regulated
                                         subsidiary or affiliate of such Eligible Insurance Company.23



 


		(xii)	PCA Principal
                                         is (1) a governmental entity (including the United States, a State, or a foreign government),
                                         or political subdivision of a governmental entity, (2) a multinational or supranational
                                         government entity, or (3) an instrumentality, agency, or department of an entity described
                                         in clause (1) or (2), and if PCA Principal is an entity described in clause (1)
                                         or (3), PCA Principal owns and invests on a discretionary basis $50,000,000 or more in
                                         investments, or otherwise satisfies the requirements of Section 1a(18)(A)(vii)(III)(aa)
                                         or (cc) of theCommodity Exchange Act (an “Eligible Government Entity”).24



 


		(xiii)	PCA Principal
                                         is a broker or dealer (other than a natural person or proprietorship) subject to regulation
                                         under the Securities Exchange Act,or a foreign person (other than a natural person
                                         or proprietorship) performing a similar role or function subject as such to foreign regulation.25



 


		(xiv)	PCA Principal is (1) a broker or dealer (and is a natural
person or proprietorship) subject to regulation under the Securities Exchange Act or a foreign person (that is a natural person
or proprietorship)



 





 



 


		22	Commodity Exchange Act § 1a(18)(A)(v)(III).



 


		23	Commodity Exchange Act § 1a(18)(A)(vi).



 


		24	Commodity Exchange Act § 1a(18)(A)(vii).



 


		25	Commodity Exchange Act § 1a(18)(A)(viii).



 






     -14-


     

    

 


performing
a similar role or function subject as such to foreign regulation and (2) qualifies as a Large Entity or Eligible Individual.26


 


		(xv)	PCA Principal
                                         is an associated person of a registered broker or dealer concerning the financial or
                                         securities activities of which the registered broker or dealer makes and keeps records
                                         under Section 15C(b) or 17(h) of the Securities Exchange Act.27



 


		(xvi)	PCA Principal
                                         is an investment bank holding company (as defined in Section 17(i) of the Securities
                                         Exchange Act).28



 


		(xvii)	PCA Principal
                                         is a futures commission merchant subject to regulation under the Commodity Exchange Act
                                         (other than a natural person or proprietorship) or a foreign person (other than a natural
                                         person or proprietorship) performing a similar role or function subject as such to foreign
                                         regulation.29



 


		(xviii)	PCA Principal
                                         (1) is a futures commission merchant subject to regulation under the Commodity Exchange
                                         Act (and is a natural person or proprietorship) or a foreign person (that is a natural
                                         person or proprietorship) performing a similar role or function subject as such to foreign
                                         regulation and (2) qualifies as a Large Entity or Eligible Individual.30



 


		(xix)	PCA Principal
                                         is a floor broker or floor trader subject to regulation under the Commodity Exchange
                                         Act in connection with any transaction that takes place on or through the facilities
                                         of a registered entity (other than an electronic trading facility with respect to a significant
                                         price discovery contract) or an exempt board of trade, or any affiliate thereof, on which
                                         such person regularly trades.31



 


		(xx)	PCA Principal
                                         is an individual who has amounts invested on a discretionarybasis, the aggregate
                                         of which is in excess of $10,000,000 (an “Eligible Individual”).32



 


		(xxi)	PCA Principal is an individual who has amounts invested
on a discretionary basis, the aggregate of which is in excess of $5,000,000



 





 



 


		26	Id.



 


		27	Commodity Exchange Act § 1a(18)(A)(viii)(II).



 


		28	Commodity Exchange Act § 1a(18)(A)(viii)(III).



 


		29	Commodity Exchange Act § 1a(18)(A)(ix).



 


		30	Id.



 


		31	Commodity Exchange Act § 1a(18)(A)(x).



 


		32	Commodity Exchange Act § 1a(18)(A)(xi)(I).



 






     -15-


     

    

 


and
who enters into Swaps in order to manage the risk associated with an asset owned or liability incurred, or reasonably likely to
be owned or incurred, by the individual (a “Hedging Individual ECP”).33


 


		(xxii)	PCA Principal
                                         is a person that the CFTC has determined to be eligible in light of the financial or
                                         other qualifications of the person (an “Other Eligible Person”).34
                                         If PCA Principal inserts subsection (xxii) in column 9 of the PCA Principal
                                         Answer Sheet, PCA Principal must provide an explanation in the space below and include
                                         additional pages as necessary:









	 	  

                                                                                 

	 	  

                                                                        

	 	  

                                                                        

	 	  

                                                                        




  


		3.	Swap Dealers35



 


		(a)	To answer this question, complete column 10 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
PCA Principal a Swap Dealer? NO


 


		(b)	If PCA Principal is a Swap Dealer:



 


		(i)	To answer this question, complete column 11 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


With
respect to a Matched PCA in respect of which this Questionnaire has been executed and delivered, if PCA Principal’s counterparty
to such Matched PCA is a party other than a Regulated Swap Entity or a Special Entity, does PCA Principal agree to supplement
the terms of such Matched PCA by incorporating therein DF Schedule 3 (Institutional Suitability Safe Harbor for Non-Special Entities)?


 





 



 


		33	Commodity Exchange Act § 1a(18)(A)(xi)(II).



 


		34	Commodity Exchange Act § 1a(18)(C).



 


	35	CFTC Regulation 23.401(d).



 






     -16-


     

    

 


		(ii)	To answer this question, complete column 12 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


With
respect to a Matched PCA in respect of which this Questionnaire has been executed and delivered, if PCA Principal’s counterparty
to such Matched PCA is a Special Entity that is not an ERISA Special Entity, does PCA Principal agree to supplement the terms
of such Matched PCA by incorporating therein DF Schedule 4 (Safe Harbors for Non-ERISA Special Entities)?


 


		(iii)	To answer this question, complete column 13 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


With
respect to a Matched PCA in respect of which this Questionnaire has been executed and delivered, if PCA Principal’s counterparty
to such Matched PCA is an ERISA Special Entity, does PCA Principal agree to supplement the terms of such Matched PCA by incorporating
therein DF Schedule 5 (Safe Harbors for ERISA Special Entities (Option 1))?


 


		(iv)	To answer this question, complete column 14 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


With
respect to a Matched PCA in respect of which this Questionnaire has been executed and delivered, if PCA Principal’s counterparty
to such Matched PCA is an ERISA Special Entity, does PCA Principal agree to supplement the terms of such Matched PCA by incorporating
therein DF Schedule 6 (Safe Harbors for ERISA Special Entities (Option 2))?


 


		(c)	To answer this question, complete column 15 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
PCA Principal a Security-Based Swap Dealer? NO


 


		4.	Major Swap Participants36



 


This
Part III, Section 4 must be completed by, or on behalf of, all PCA Principals other than (i) for Section 4(a), Swap Dealers and
(ii) for Section 4(b), Security-Based Swap Dealers.


 


 






 





		36	CFTC Regulation 23.401(d).


 






     -17-


     

    

 


		(a)	To answer this question, complete column 16 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
PCA Principal a Major Swap Participant? NO


 


		(b)	To answer this question, complete column 17 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:



 


Is
PCA Principal a Major Security-Based Swap Participant? NO


 


		5.	Financial Entity37



 


This
Part III, Section 5 must be completed by, or on behalf of, any PCA Principal that is not a Regulated Swap Entity. The purpose
of this question is to permit a PCA Principal who is able to specify whether or not it is a “financial entity,” as
such term is defined by statute, to inform its counterparty of such status.


 


If
PCA Principal does not wish to make any representation at this time as to whether it is a “financial entity,” it may
insert “No Answer.” If PCA Principal responds with “No Answer,” a Swap Dealer receiving this Questionnaire
may be required to (i) inquire further prior to entering into Swaps with PCA Principal in order to satisfy trade reporting requirements
and/or (ii) assume, for the purposes of relevant statutory and regulatory exclusions and safe harbors, that PCA Principal may
be a “financial entity,” until PCA Principal provides sufficient evidence demonstrating that it is not a “financial
entity.”


 


To
answer this question, complete column 18 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes,”
“No” or “No Answer,” as appropriate. Is PCA Principal a “financial entity,” as such term
is defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act and the CFTC Regulations? NO


  


		6.	Special Entity



 


 






 





		37	Commodity Exchange Act § 2(h)(7)(C).


 







     -18-


     

    

 


This
Part III, Section 6 must be completed by, or on behalf of, all PCA Principals other than Swap Dealers and Security-Based Swap
Dealers.


 


		(a)	To answer this question, complete column 19 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate. If PCA
Principal fails to answer this question, it will be deemed to represent that it is not a Special Entity for the purposes
of relevant statutory and regulatory requirements, until PCA Principal affirmatively represents to the contrary in writing.



 


Is
PCA Principal a Special Entity? NO


 


		(b)	To answer this question, complete column 20 of the
relevant row of the PCA Principal Answer Sheet by inserting the applicable subsection number below:



  


If
PCA Principal has identified itself as a Special Entity, which one of the following subsections is applicable to PCA Principal?38
(Not Applicable)


		(i)	PCA Principal
                                         is a Federal agency.39



 


		(ii)	PCA Principal
                                         is a State, State agency, city, county, municipality, other political subdivision of
                                         a State, or any instrumentality, department, or corporation of or established by a State
                                         or political subdivision of a State.40



 


		(iii)	PCA Principal
                                         is an ERISA Special Entity.41



 


		(iv)	PCA Principal
                                         is a governmental plan, as defined in Section 3 of ERISA.42



 


		(v)	PCA Principal
                                         is an endowment. (For purposes of this question, an “endowment” includes
                                         an endowment that is an organization described in Section 501(c)(3) of the Internal Revenue
                                         Code of 1986, as amended, 26 U.S.C. § 501(c)(3).)43



 


		(vi)	PCA Principal is an employee benefit plan defined in Section
3 of ERISA, not otherwise defined as a Special Entity (an “Exempt



 





 



 


		38	CFTC Regulation 23.430(a); see 77 Fed. Reg. 9734,
9757 (Feb. 17, 2012).



 


		39	CFTC Regulation 23.401(c)(1).



 


		40	CFTC Regulation 23.401(c)(2).



 


		41	CFTC Regulation 23.401(c)(3).



 


		42	CFTC Regulation 23.401(c)(4).



 


		43	CFTC Regulation 23.401(c)(5).



 






     -19-


     

    

 


Plan”)
that elects to be a Special Entity pursuant to CFTC Regulation 23.401(c)(6).44


 


		7.	Non-ERISA Special Entity Elections (Not Applicable)



 


This
Part III, Section 7 must be completed by, or on behalf of, all Special Entities other than ERISA Special Entities.


 


To
answer this question, complete column 21 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate. If PCA Principal answers this question “Yes,” then each of its Designated QIRs
must countersign this Questionnaire in the location indicated on the signature page to agree to make the representations and perform
the agreements applicable to it in DF Schedule 4.


 


Does
PCA Principal agree to supplement the terms of each Matched PCA in respect of which this Questionnaire has been executed and delivered
by incorporating therein DF Schedule 4 (Safe Harbors for Non-ERISA Special Entities)?45


 


		8.	ERISA Special Entity Elections (Not Applicable)



  


This
Part III, Section 8 must be completed by, or on behalf of, all ERISA Special Entities.


 


		(a)	To answer this question, complete column 22 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate. If PCA
Principal answers this question “Yes,” then each of its Designated Fiduciaries must countersign this Questionnaire
in the location indicated on the signature page to agree to make the representations and perform the agreements applicable to
it in DF Schedule 5.



 


Does
PCA Principal agree to supplement the terms of each Matched PCA in respect of which this Questionnaire has been executed and delivered
by incorporating therein DF Schedule 5 (Safe Harbors for ERISA Special Entities (Option 1))?46


 


		(b)	To answer this question, complete column 23 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate. If PCA
Principal answers this question “Yes,” then each of its Designated Fiduciaries must countersign this Questionnaire
on the location indicated on the signature page to agree to make the representations and perform the agreements applicable to
it in DF Schedule 6.



 





 



 


		44	CFTC Regulation 23.401(c)(6).



 


		45	CFTC Regulation 23.430(d).



 


	46	CFTC Regulation 23.430(d).



 






     -20-


     

    

 


Does
PCA Principal agree to supplement the terms of each Matched PCA in respect of which this Questionnaire has been executed and delivered
by incorporating therein DF Schedule 6 (Safe Harbors for ERISA Special Entities (Option 2))?47


 


		9.	Institutional Suitability Elections



 


This
Part III, Section 9 must be completed by, or on behalf of, all PCA Principals other than Regulated Swap Entities and Special Entities.


 


To
answer this question, complete column 24 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate. If PCA Principal answers this question “Yes,” then each of its Designated Evaluation
Agents (if any) must countersign this Questionnaire in the location indicated on the signature page to agree to make the representations
and perform the agreements applicable to it in DF Schedule 3.


 


Does
PCA Principal agree to supplement the terms of each Matched PCA in respect of which this Questionnaire has been executed and delivered
by incorporating therein DF Schedule 3 (Institutional Suitability Safe Harbor for Non-Special Entities)? NO


 


		10.	DF Terms Agreement Elections and Information



 


		(a)	To answer this question, complete column 25 of the
relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate.



 


Does
PCA Principal agree to enter into a DF Terms Agreement with each counterparty to whom this Questionnaire has been delivered? NO


 


		(b)	If PCA Principal has agreed to enter into a DF Terms
Agreement with each counterparty to whom this Questionnaire has been delivered, the notice information of such PCA Principal for
the purposes of each such DF Terms Agreement is as follows:









	 	 	 	 
	Name: 	 
	 	 
	Address:	 
	 	 
	 
	 	 
	Phone:	 
	 	 
	Fax:	 	 
	 	 
	E-mail:	 


 





 


 

	47	CFTC Regulation 23.430(d).



 






     -21-


     

    

 





	 	 	 
	Electronic Messaging System Details:	 
	 	 
	Specific Instructions:	 	 








 






     -22-


     

    

 


By
executing this Questionnaire, the signatory represents as PCA Principal or PCA Agent for specified PCA Principals that (a) all
information provided by it in this Questionnaire is true, accurate and complete in every material respect as of the date hereof,
and may be relied upon by each counterparty to whom this Questionnaire is delivered, (b) any information that is requested and
not provided in Part II, Sections 2 through 5 of this Questionnaire, and that does not appear in the publicly available portion
of an LEI/CICI database, has previously been provided in writing by the relevant PCA Principals, and all such previously provided
information is true, accurate and complete in every material respect as of the date hereof, and may be relied upon by each counterparty
to whom this Questionnaire is delivered, (c) if Part III, Section 6(a) has not been filled out with respect to a specified PCA
Principal, such PCA Principal is not a Special Entity, and (d) it has agreed to enter into the DF Schedules indicated in the Questionnaire.
For purposes of the foregoing, information appearing in the publicly available portion of the LEI/CICI database with respect to
a specified PCA Principal is deemed provided to the counterparty.


 


By
executing this Questionnaire on the relevant signature block below, the signatory agrees to make the representations and agreements
applicable to it in the relevant DF Schedule of the DF Supplement.




 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


By:
Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator on behalf of the
Wells Fargo Commercial Mortgage Trust 2016-C34








	 	 	 
	By:	/s/ Michael Baker	 
	 	Name: Michael Baker	 
	 	Title:   Assistant Vice President	 
	 	Date:   May 24, 2016	 







  






     


     


    

 


[Amended
and Restated Addendum I and Addendum II to be attached to Questionnaire for convenience]


 






     


     


    

 

















 


 





International
Swaps and Derivatives Association, Inc.


 


AMENDED
AND RESTATED


ADDENDUM
I1


TO


ISDA
AUGUST 2012 DF PROTOCOL QUESTIONNAIRE


 


published
on December 13, 2012


by
the International Swaps and Derivatives Association, Inc.  





	 






 


Instructions:
This Addendum I provides information needed by Swap Dealers to satisfy additional regulatory provisions under the Commodity Exchange
Act and CFTC Regulations that are expected to require compliance beginning December 31, 2012 (unless a later date is applicable
as described below). As further described below, this Addendum I is intended to be used to supplement information and representations
provided in respect of a PCA Principal in the ISDA August 2012 DF Protocol Questionnaire (the “Questionnaire”). This
Addendum I amends and restates the version published on November 9, 2012. For convenience, a blackline of the changes can be found
at www.isda.org.





	 





 


 Section
1. Definitions: References in this Addendum I to the following terms shall have the following meanings.


 


“Active
Fund” means a “private fund,” as defined in Section 202(a) of the Investment Advisers Act of 1940, that
(i) is not a Third-Party Subaccount and (ii) has executed 200 or more swaps per 


 


 






		1	This
Addendum is intended to address certain provisions of the following final rules:



 


			CFTC,
Final Rule, Further Definition of “Swap Dealer,” “Security-Based Swap Dealer,” “Major Swap Participant,”
“Major Security-Based Swap Participant” and “Eligible Contract Participant,” 77 Fed. Reg. 30596 (May
23, 2012).



 


			CFTC
Final Rule, Confirmation, Portfolio Reconciliation, Portfolio Compression, and Swap Trading Relationship Documentation Requirements
for Swap Dealers and Major Swap Participants, 77 Fed. Reg. 55904 (Sept. 11, 2012).



 





			Final Rule, Clearing Requirement Determination Under Section 2(h) of the CEA, at 139–40, pre-Fed. Reg.
draft available at http://www.cftc.gov/ucm/groups/public/@newsroom/documents/file/federalregister1128 12.pdf.






 


			













     


     


    




month
on average over the 12 months preceding November 1, 2012. For purposes of clause (ii) of this definition, “swaps”
shall mean swaps as defined by the CFTC for purposes of implementation schedules under parts 23 and 50 of CFTC regulations and
shall exclude, without limitation, foreign exchange swaps exempted from regulation as “swaps” by the Secretary of
the Treasury pursuant to authority granted by Section 1a(47)(E) of the Commodity Exchange Act.


 


“Commodity
Pool Operator” means a “commodity pool operator” as defined in Section 1a(11) of the Commodity
Exchange Act.


 


“ECP
Modification Effective Date” means December 31, 2012 or such later date as the CFTC provides for the effectiveness
of CFTC Regulation 1.3(m)(5) or (6), as applicable, or any successor regulation.


 


“Excluded
ECP Categories” means the criteria for qualifying as an “eligible contract participant” under (1) Part
III, Sections 2(b)(viii), (ix), and (x) of the Questionnaire and (2) Section 3c of this Addendum I.


 


“Notice
Procedures” has the meaning ascribed to such term in the DF Supplement.


 


“Specified
FX Transactions” means foreign currency transactions described in Section 2(c)(2)(B)(i)(I) or Section
2(c)(2)(C)(i)(I)(bb) (other than transactions described in Section 2(c)(2)(C)(i)(II)) of the Commodity Exchange Act. For the
avoidance of doubt, the determination as to whether a transaction is described in one of the sections specified in the
preceding sentence is made without regard to whether a party thereto is an “eligible contract participant” under
the Commodity Exchange Act.


 


“Swap
Transaction Event” has the meaning ascribed to such term in the DF Supplement.


 


“Third-Party
Subaccount” means an account that is managed by an investment manager who is (1) independent of and
unaffiliated with the account’s beneficial owner or sponsor and (2) responsible for the documentation necessary for the
account’s beneficial owner to document swaps as required under section 4s(i) of the Commodity Exchange Act.


 


Capitalized
terms used but not otherwise defined in this Addendum I shall have the meanings assigned to such terms in the Questionnaire.  


 






     -2-


     

    




 





Section
2. Additional PCA Principal Information: Active Funds




 


All
PCA Principals are asked to provide the following information to assist Swap Dealers in determining compliance dates for (i) CFTC
Regulation 23.504 relating to requirements for swap trading relationship documentation, and (ii) CFTC Regulation 50.4 relating
to the requirement to clear certain swaps.


 


To
answer the following question, complete column 26 of the relevant row of the PCA Principal


Answer
Sheet by inserting a “Yes” or a “No,” as appropriate:


 


Is
PCA Principal an Active Fund?2 NO


 


Section
3. Eligible Contract Participant Status For Large Entity or Hedging Entity ECPs.


 


Effective
as of the ECP Modification Effective Date, CFTC Regulation 1.3(m)(6) provides that for purposes of the statutory definition of
“eligible contract participant” under Section 1a(18) of the Commodity Exchange Act, a “commodity pool”
that does not satisfy the criteria of clause (A)(iv) of that definition is not an “eligible contract participant”
under clause (A)(v) of that definition.


 


Accordingly,
to remain eligible to transact in Swaps after the ECP Modification Effective Date, a PCA Principal should take one of the
following steps, as appropriate:


 


a.     A
PCA Principal that is not a Commodity Pool may make a representation to this effect in Part III, Question 1 of the Questionnaire.3
A PCA Principal that uses the Questionnaire to represent that it is not a Commodity Pool does not need to make further representations
in this Addendum I. This representation may be based, without limitation, upon CFTC exemptive relief from the definition of Commodity
Pool. APPLICABLE


 


b.     A
PCA Principal that is a Commodity Pool may represent in the Questionnaire that it falls within one of the categories of
Eligible Contract Participant other than a Large Entity and/or Hedging Entity ECP (as such terms are defined in
Part III, Question 2(b)(ix) and (x), respectively, of the Questionnaire). 4 A PCA Principal that uses the Questionnaire
to represent that it falls within one of the other categories of Eligible Contract Participant does not need to make further representations
in this Section 3.


  


 






		2	77
                                         Fed. Reg. 55904, 55940 (Sept. 11, 2012); Final Rule, Clearing Requirement Determination
                                         Under Section 2(h) of the CEA, at 139–40, pre-Fed. Reg. draft available at http://www.cftc.gov/ucm/groups/public/@newsroom/documents/file/federalregister112812.pdf.



 


 


		3	A
PCA Principal who has already delivered a completed Questionnaire may update its answer to Part III, Question 1, if appropriate,
to represent that it is not a Commodity Pool.



 


		4	A
PCA Principal who has already delivered a completed Questionnaire in which it represented that its Eligible Contract Participant
status was either “Large Entity” and/or “Hedging Entity ECP” (and no other category) may update its answer
to Part III, Question 2(b), if appropriate, to represent that it falls within one of the other categories of Eligible Contract
Participant.



 





     -3-


     

    

 


c.     A
PCA Principal that cannot (or does not) take either step (a) or (b) above, should make the representation provided below, if appropriate.5


 


Insert
a “Yes” in column 27 of the relevant row of the PCA Principal Answer Sheet to indicate that PCA Principal makes the
following representation:


 


			PCA
                                         Principal represents that, effective on (i) the later of (A) the ECP Modification Effective
                                         Date and (B) the date of this Addendum I, and (ii) on the date of each Swap Transaction
                                         Event following such date, unless PCA Principal has notified its counterparty under the
                                         relevant Protocol Covered Agreement to the contrary pursuant to the Notice Procedures
                                         prior to such date, PCA Principal has total assets exceeding $5,000,000 and is operated
                                         by (and, if PCA Principal was formed on or after December 31, 2012 or such later date
                                         as the CFTC may specify under applicable regulations, is formed by) (1) a person registered
                                         as a Commodity Pool Operator with the CFTC, (2) a person excluded from the Commodity
                                         Pool Operator definition under CFTC Regulation 4.5 or otherwise, (3) a person properly
                                         exempt from registration as a Commodity Pool Operator under CFTC Regulation 4.13(a)(3)
                                         or otherwise, or (4) a foreign person performing a similar role or function, subject
                                         as such to foreign regulation.6



 


Section
4. Eligible Contract Participant Status for Specified FX Transactions.


 


Effective
as of the ECP Modification Effective Date, an entity that is a “commodity pool” as defined in the Commodity Exchange
Act that has one or more direct participants that are not themselves “eligible contract participants” under the Commodity
Exchange Act may not qualify as an “eligible contract participant” solely under one or more of the Excluded ECP Categories
for purposes of entering into Specified FX Transactions.7 However, certain commodity pools will be deemed to be eligible
contract participants with respect to Specified FX Transactions under CFTC Regulation 1.3(m)(8) if they meet the conditions set
forth therein.


 


While
status as an Eligible Contract Participant is not required in all cases in order to enter into Specified FX Transactions, additional
limitations and regulations apply for parties that are not Eligible Contract Participants. Accordingly, a PCA Principal may take
one of the steps below, as appropriate, in order to establish that it is an Eligible Contract Participant with respect to Specified
FX Transactions as of the ECP Modification Effective Date. If a PCA Principal does not take any of the steps below, a Swap Dealer
counterparty may not be able to execute Specified FX Transactions with the PCA Principal. 


 


 






		5	A
PCA Principal who has already delivered a completed Questionnaire may update the representations it made therein by making the
following additional representation.



 


		6	CFTC
Regulation 1.3(m)(6).



 


		7	CFTC
Regulation 1.3(m)(5).



 






     -4-


     

    

 





a.          A
PCA Principal that is not a Commodity Pool may make a representation to this effect in Part III, Question
1 of the Questionnaire.8 A PCA Principal that uses the Questionnaire to represent that it is not a Commodity Pool does
not need to make further representations in this Addendum I. This representation may be based, without limitation, upon CFTC exemptive
relief from the definition of Commodity Pool. APPLICABLE


 


b.         A
PCA Principal that is a Commodity Pool may represent in the Questionnaire that it falls within one of
the categories of Eligible Contract Participant other than the Excluded ECP Categories.9 A PCA Principal
that uses the Questionnaire to represent that it falls within one of the other categories of Eligible Contract Participant
does not need to make further representations in this Addendum I.


 


c.          A
PCA Principal that cannot (or does not) take either step (a) or (b) above, should make one or more of the following representations,
as appropriate.10


 


Insert
a “Yes” in column 28 of the relevant row of the PCA Principal Answer Sheet to indicate that PCA Principal makes the
following representation:


 


		(a)	PCA
                                         Principal represents with respect to Specified FX Transactions that, effective on (i)
                                         the later of (A) the ECP Modification Effective Date and (B) the date of this Addendum
                                         I, and (ii) the date of each Swap Transaction Event following such date, unless PCA Principal
                                         has notified its counterparty under the relevant Protocol Covered Agreement to the contrary
                                         pursuant to the Notice Procedures, PCA Principal (1) has total assets exceeding $10,000,000,
                                         (2) was not formed for the purpose of evading regulation under Section 2(c)(2)(B) or
                                         2(c)(2)(C) of the Commodity Exchange Act or related CFTC rules, regulations or orders
                                         and (3) is operated by (and, if PCA Principal was formed on or after December 31, 2012
                                         or such later date as the CFTC may specify under applicable regulations, is formed by)
                                         (A) a person registered as a Commodity Pool Operator with the CFTC or (B) a person properly
                                         exempt from registration as a Commodity Pool Operator under CFTC Regulation 4.13(a)(3)
                                         or any other regulation specified in CFTC Regulation 1.3(m)(8) or any successor regulation.11



  





 



 


		8	A
PCA Principal who has already delivered a completed Questionnaire may update its answer to Part III, Question 1, if appropriate,
to represent that it is not a Commodity Pool.



 


		9	A
PCA Principal who has already delivered a completed Questionnaire in which it represented that it qualified as
an Eligible Contract Participant through one or more of the Excluded ECP Categories (and no other category) may update its answer
to Part III, Question 2(b), if appropriate, to represent that it falls within one of the other categories of Eligible Contract
Participant.






 


		10	A
PCA Principal who has already delivered a completed Questionnaire may update the representations it made therein by making one
or more of the following additional representations, as appropriate.



 


		11	CFTC
Regulation 1.3(m)(8).



 






     -5-


     

    







Insert
a “Yes” in column 29 of the relevant row of the PCA Principal Answer Sheet to indicate that PCA Principal makes the
following representation:


 


		(b)	PCA
                                         Principal represents with respect to Specified FX Transactions that, effective on (i)
                                         the later of (A) the ECP Modification Effective Date and (B) the date of this Addendum
                                         I, and (ii) the date of each Swap Transaction Event following such date, unless PCA Principal
                                         has notified its counterparty under the relevant Protocol Covered Agreement to the contrary
                                         pursuant to the Notice Procedures, (1) PCA Principal has total assets exceeding $5,000,000,
                                         (2) PCA Principal is operated by (and, if PCA Principal was formed on or after December
                                         31, 2012 or such other date as the CFTC may specify under applicable regulations, is
                                         formed by) (A) a person registered as a Commodity Pool Operator with the CFTC, (B) a
                                         person excluded from the Commodity Pool Operator definition under CFTC Regulation 4.5
                                         or otherwise, (C) a person properly exempt from registration as a Commodity Pool Operator
                                         under CFTC Regulation 4.13(a)(3) or otherwise, or (D) a foreign person performing a similar
                                         role or function subject as such to foreign regulation, (3) all “direct participants”
                                         in PCA Principal are Eligible Contract Participants, except as specifically permitted
                                         by applicable CFTC interpretative guidance with respect to Section 1(a)(18)(A)(iv) of
                                         the Commodity Exchange Act and CFTC Regulation 1.3(m)(5), and (4) PCA Principal otherwise
                                         satisfies the requirements of Section 1a(18)(A)(iv) of the Commodity Exchange Act, CFTC
                                         Regulation 1.3(m)(5) and related CFTC interpretations as such requirements, rules and
                                         interpretations relate to Specified FX Transactions.12



 


Insert
a “Yes” in column 30 of the relevant row of the PCA Principal Answer Sheet to indicate that PCA Principal makes the
following representation:


 


		(c)	PCA
                                         Principal represents with respect to Specified FX Transactions that, effective on (i)
                                         the later of (A) the ECP Modification Effective Date and (B) the date of this Addendum
                                         I, and (ii) on the date of each Swap Transaction Event following such date, unless PCA
                                         Principal has notified its counterparty under the relevant Protocol Covered Agreement
                                         to the contrary pursuant to the Notice Procedures, (1) PCA Principal is not operated
                                         by a Commodity Pool Operator located within the United States, its territories or possessions
                                         (2) each of its participants is a “Non-United States person” as defined in
                                         CFTC Regulation 4.7(a)(1)(iv) and (3) all units of participation in each of its participants
                                         that is an entity organized principally for passive investment are held by “Non-United
                                         States persons” as defined in CFTC Regulation 4.7(a)(1)(iv).13






  


 






		12	CFTC
Regulation 1.3(m)(5).



 


		13	77
Fed. Reg. 30596, 30653-54 (May 23, 2012).



 






     -6-


     

    




 


By
executing this Addendum I, the signatory agrees as PCA Principal or PCA Agent for specified PCA Principals that the information
and representations provided herein shall be “DF Supplement Information” relating to PCA Principal and may be relied
upon by each counterparty to whom this Addendum I is delivered.


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


By:
Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator on behalf of the
Wells Fargo Commercial Mortgage Trust 2016-C34


 





	By:	/s/ Michael Baker	 
	 	Name: Michael Baker	 
	 	Title: Assistant Vice President	 
	 	Date: May 24, 2016	 



 






     -7-


     

    



















 


 


 






 


 





 


International Swaps and Derivatives
Association, Inc.



ADDENDUM II1

TO 

ISDA AUGUST 2012 DF PROTOCOL QUESTIONNAIRE


 


published on February 22, 2013

by the International Swaps and Derivatives Association, Inc.


 





 






 
 Instructions:
   This Addendum II provides information needed by Swap Dealers to satisfy additional regulatory provisions under the
Commodity Exchange Act and CFTC Regulations. As further described below, this Addendum II is intended to be used to
supplement information and representations provided in respect of a PCA Principal in the ISDA August 2012 DF
Protocol Questionnaire (the “Questionnaire”) and the Amended and Restated Addendum I to the Questionnaire. For
the avoidance of doubt, the delivery of, or the failure to deliver, this Addendum II will not affect the status of (i) any
two PCA Principals as Matched PCA Parties, or (ii) such parties’ (a) Questionnaires as Matched Questionnaires or (b)
Protocol Covered Agreements as Matched PCAs.


 





 



 





 






		1	This Addendum is intended to address certain provisions of the following final rules:



 


			CFTC, Final Rule, Business Conduct Standards for Swap Dealers and Major Swap Participants With
Counterparties, 77 Fed. Reg. 9734 (Feb. 17, 2012).



 


			CFTC, Final Rule, Clearing Requirement Determination Under Section 2(h) of the CEA, 77 Fed.
Reg. 74284 (Dec. 13, 2012).



 


			CFTC, Final Order, Final Exemptive Order Regarding Compliance with Certain Swaps Regulations,
78 Fed. Reg. 858 (Jan. 7, 2013).



 


			CFTC, Final Rule, Further Definition of “Swap Dealer,” “Security-Based Swap
Dealer,” “Major Swap Participant,” “Major Security-Based Swap Participant” and “Eligible Contract
Participant,” 77 Fed. Reg. 30596 (May 23, 2012).



 


			CFTC, Final Rule, Swap Transaction Compliance and Implementation Schedule: Clearing Requirement
Under Section 2(h) of the CEA, 77 Fed. Reg. 44441 (July 30, 2012).



  





Copyright
© 2013 by International Swaps and Derivatives Association, Inc.


 






     


     

    

 





Section 1.             Definitions: References
in this Addendum II to the following terms shall have the following meanings.


 


“Additional Pre-Trade Mark
Transaction” means a transaction (other than a Covered Forex Transaction or Covered Derivative Transaction) for which
the CFTC provides no-action or other relief from CFTC Regulation 23.431(a)(3) that is based, in whole or in part, upon the agreement
of a party that a Swap Dealer counterparty need not disclose pre-trade mid-market marks.


 


“BIS 13 Currencies”
refer to one of the following currencies: US dollar, Euro, Japanese yen, Pound sterling, Australian dollar, Swiss franc, Canadian
dollar, Hong Kong dollar, Swedish krona, New Zealand dollar, Singapore dollar, Norwegian krone and Mexican peso.2


 


“Category 2 Entity”
means a “Category 2 Entity” as defined in CFTC Regulation 50.25(a).3


 


“CFTC Interim Order U.S. Person”
means a person who is any of the following:


 


		(i)	A natural person who is a resident of the United States;



 


		(ii)	A corporation, partnership, limited liability company, business or other trust, association, joint-stock
company, fund or any form of enterprise similar to any of the foregoing, in each case that is (A) organized or incorporated under
the laws of a state or other jurisdiction in the United States or (B) effective as of April 1, 2013 for all such entities other
than funds or collective investment vehicles, having its principal place of business in the United States;



 


		(iii)	A pension plan for the employees, officers or principals of a legal entity described in (ii) above,
unless the pension plan is primarily for foreign employees of such entity;



 


		(iv)	An estate of a decedent who was a resident of the United States at the time of death, or a trust
governed by the laws of a state or other jurisdiction in the United States if a court within the United States is able to exercise
primary supervision over the administration of the trust; or



 





 









		2	CFTC Letter No. 12-42, at text accompanying n. 4 (citing Bank for International Settlements, 2010 BIS Triennial Central
Bank Survey, Report on global foreign exchange market activity in 2010 12 (Dec. 2010), available at http://www.bis.org/publ/rpfxf10t.pdf).






		3	CFTC Regulation 50.25 defines a Category 2 Entity as a Commodity Pool; a private fund as defined in section 202(a) of the Investment
Advisers Act of 1940 other than an Active Fund; or a person predominantly engaged in activities that are in the business of banking,
or in activities that are financial in nature as defined in section 4(k) of the Bank Holding Company Act of 1956, provided that,
in each case, the entity is not a third-party subaccount. See 77 Fed. Reg. 44441, 44445-46 & 44456 (July 30, 2012).



 







    -2- 


     

    




 


		(v)	An individual account or joint account (discretionary or not) where the beneficial owner (or one
of the beneficial owners in the case of a joint account) is a person described in (i) through (iv) above.4



 


“Covered Derivative Transaction”
means a transaction for which real-time tradeable bid and offer prices are available electronically, in the marketplace, to PCA
Principal (if such transaction is executed prior to the issuance of final CFTC Regulations governing the registration of swap execution
facilities, subject to any compliance implementation period contained therein) or for which real-time executable bid and offer
prices are available on a designated contract market or swap execution facility (if such transaction is executed subsequent to
the issuance of final CFTC Regulations governing the registration of swap execution facilities, subject to any compliance implementation
period therein), and that is: (i) an untranched credit default swap referencing the on-the-run and most recent off-the-run series
of the following indices: CDX.NA.IG 5Y, CDX.NA.HY 5Y, iTraxx Europe 5Y and iTraxx Europe Crossover 5yr; or (ii) an interest rate
swap (A) in the “fixed-for-floating swap class” (as such term is used in CFTC Regulation 50.4(a)) denominated in USD
or EUR, (B) for which the remaining term to the scheduled termination date is no more than 30 years, and (C) that has specifications
set out in CFTC Regulation 50.4.5


 


“Covered Forex Transaction”
means a transaction for which real-time tradeable bid and offer prices are available electronically, in the marketplace, to PCA
Principal, and that is: (i) a “foreign exchange forward” or “foreign exchange swap,” as defined in Sections
1a(24) and 1a(25) of the Commodity Exchange Act, respectively, that, by its terms, is physically settled, where each currency is
one included among the BIS 13 Currencies, and where the transaction has a stated maturity of one year or less; or (ii) a vanilla
foreign exchange option that, by its terms, is physically settled, where each currency is one included among the BIS 13 Currencies,
and where the option has a stated maturity of six months or less.6


 


“Covered Swaps”
means the certain interest rate and credit default swaps in respect of which the CFTC issued a mandatory clearing determination
on December 13, 2012.7


 


Capitalized terms used but not otherwise
defined in this Addendum II shall have the meanings assigned to such terms in the Questionnaire and Addendum I thereto.


 





 





		4	78 Fed. Reg. 858, 879 (Jan. 7, 2013).






		5	CFTC Letter No. 12-58.






		6	CFTC Letter No. 12-42.





	7	77 Fed. Reg. 74284 (Dec. 13, 2012).







 






    -3- 


     

    

 




 


Section
2. Elections Not to Receive Disclosure of Pre-Trade Mid-Market Marks.8



 


CFTC Regulation 23.431(a)(3) requires
a Swap Dealer to disclose pre-trade mid-market marks to a counterparty. As of the date of this Addendum II, the CFTC has issued
conditional relief from such requirement for Covered Forex Transactions and Covered Derivatives Transactions. The CFTC may issue
conditional relief in the future for other types of transactions. 


 


CFTC Letter No. 12-42 and CFTC Letter
No. 12-58 provide that Swap Dealers will not be required to disclose pre-trade mid-market marks in connection with any Covered
Forex Transactions or Covered Derivatives Transactions, respectively, provided that PCA Principal agrees in advance, in writing,
that the Swap Dealer need not disclose a pre-trade mid-market mark. Protocol Participants may elect to satisfy the conditions set
forth in these no-action letters for PCA Principals by responding “Yes” to questions (a) and (b) below.


 


Protocol Participants may answer “Yes”
to the question in paragraph (c) of this Section 2 to agree in advance that Swap Dealers will not be required to disclose pre-trade
mid-market marks in connection with any Additional Pre-Trade Mark Transaction.


 


To answer the following question, complete
column 31 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:


 


		(a)	Does PCA Principal agree that its Swap Dealer counterparty need not disclose pre-trade mid-market
marks in respect of any Covered Forex Transaction? YES



 


To answer the following question, complete
column 32 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:


 


		(b)	Does PCA Principal agree that its Swap Dealer counterparty
need not disclose pre-trade mid-market marks in respect of any Covered Derivative Transaction? YES



 


To answer the following question, complete
column 33 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:


 


		(c)	Does PCA Principal agree that its Swap Dealer counterparty need not disclose pre-trade mid-market
marks in respect of any Additional Pre-Trade Mark Transaction? YES



 


Section
3.             Additional PCA Principal Status Representations and Elections: U.S. Person. 


 


Protocol Participants are asked to provide
the following information to assist Swap Dealers in determining compliance with certain CFTC regulations in light of the CFTC’s
Exemptive Order dated December 21, 2012, defining the term “U.S. Person” on an interim basis.9



 





 






		8	CFTC Regulation 23.431(a)(3).






	9	78 Fed. Reg. 858 (Jan. 7, 2013).







 






    -4- 


     

    

 


The CFTC’s definition of “U.S.
person” set forth in such order is reproduced in this Addendum as the definition of CFTC Interim Order U.S. person. Please
note that clause (ii)(B) thereof is effective as of April 1, 2013. Accordingly, in addition to the answers “Yes” or
“No” to this question, prior to April 1, 2013 a PCA Principal may wish to choose the answer “No until April 1,
2013 and Yes thereafter” if it expects to qualify as of April 1, 2013 based upon the effective date of clause (ii)(B). (Alternatively,
such PCA Principal may change its “No” answer to “Yes” at a later time.)


 


To answer the following question, complete
column 34 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes,” “No,” or “No
until April 1, 2013 and Yes thereafter,” as appropriate:


 


Is
PCA Principal a CFTC Interim Order U.S. Person? YES


 


Section
4.             Additional PCA Principal Status Representations and Elections: Category 2 Entity.


 


All Protocol Participants are asked
to provide the following information to assist Swap Dealers in determining compliance dates for CFTC Regulation 50.4 relating to
the requirement to clear certain swaps. Under Regulation 50.4, Category 2 Entities must comply with the clearing requirement by
June 10, 2013, for Covered Swaps.10


 


To answer the following question, complete
column 35 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes” or a “No,” as appropriate:


 


Is PCA Principal a Category
2 Entity? NO


 





 






		10	77 Fed. Reg. 74284, 74290 & n. 52 (Dec. 13, 2012).



  



    -5- 


     

    




 





By executing this Addendum II, the signatory
agrees as PCA Principal or PCA Agent for specified PCA Principals that the information and representations provided herein shall
be “DF Supplement Information” relating to PCA Principal and may be relied upon by each counterparty to whom this Addendum
II is delivered.


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


By:
Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator on behalf of the
Wells Fargo Commercial Mortgage Trust 2016-C34





	 	 
	 By:	/s/
Michael Baker	 
	 	Name: Michael Baker
 Title: Assistant Vice President
 Date: May 24, 2016



  









    -6- 


     

    




 



 




 

International Swaps and Derivatives Association, Inc. 


 


ISDA
MARCH 2013 DF PROTOCOL QUESTIONNAIRE1


 


published
on March 22, 2013,

by the International Swaps and Derivatives Association,
Inc. 


 







 



 


1
This March 2013 DF Questionnaire is intended to address requirements of the following final rules:


 


		(1)	CFTC,
                                         Final Rule, Confirmation, Portfolio Reconciliation, Portfolio Compression, and Swap
                                         Trading Relationship Documentation Requirements for Swap Dealers and Major Swap Participants,
                                         77 Fed. Reg. 55904 (Sept. 11, 2012);



 


		(2)	CFTC,
                                         Final Rule, End-User Exception to the Clearing Requirement for Swaps, 77 Fed.
                                         Reg. 42559 (July 19, 2012); and



 


		(3)	CFTC,
                                         Final Rule, Clearing Requirement Determination Under Section 2(h) of the CEA,
                                         77 Fed. Reg. 74284 (Dec. 13, 2012).



 


Copyright
© 2013 by International Swaps and Derivatives Association, Inc.  



 






     


    	 



    







 






International Swaps and Derivatives Association, Inc.


 


ISDA
March 2013 DF Protocol Questionnaire

dated as of March 22, 2013


 





 








 


Instructions:
A PCA Principal or PCA Agent that has adhered to the Protocol Agreement in the manner specified therein may complete and execute
this Questionnaire and deliver it by a means specified in the Protocol Agreement in order to supplement existing Protocol Covered
Agreements and/or enter into new Protocol Covered Agreements in the form of the ISDA March 2013 DF Protocol Master Agreement.


 


This
Questionnaire may be executed and delivered by a PCA Principal on its own behalf or by a PCA Agent on behalf of one or more PCA
Principals. By delivering this Questionnaire to another PCA Principal or PCA Agent in a manner specified in the Protocol Agreement,
the deliverer may agree to enter into and/or supplement Protocol Covered Agreements with such other PCA Principal or PCA Agent.
Where an existing Protocol Covered Agreement was originally executed by a PCA Agent on behalf of one or more PCA Principals, only
the relevant PCA Agent (and not a PCA Principal) may use this Questionnaire and the Protocol Agreement to supplement such Protocol
Covered Agreement.


 


In
the case of a PCA Principal executing and delivering this Questionnaire on its own behalf, (i) such party must identify itself
as the PCA Principal in column 1 of the PCA Principal Answer Sheet, and (ii) this Questionnaire will only be effective to supplement
existing Protocol Covered Agreements executed by such party on its own behalf and/or to enter into ISDA March 2013 DF Protocol
Master Agreements on its own behalf. In the case of a PCA Agent executing and delivering this Questionnaire on behalf of one or
more PCA Principals, (i) the PCA Agent must list the names of each such PCA Principal in column 1 of the PCA Principal Answer
Sheet, and (ii) this Questionnaire will only be effective to enter into ISDA March 2013 DF Protocol Master Agreements on behalf
of listed PCA Principals and/or supplement Protocol Covered Agreements executed by the PCA Agent on behalf of the listed PCA Principals.
For the avoidance of doubt, if this Questionnaire is being completed by a PCA Agent on behalf of multiple PCA Principals, this
Questionnaire shall be treated as if it were a separate Questionnaire with respect to each separate PCA Principal listed in column
1 of the PCA Principal Answer Sheet.


 


The
responses to Part II, Sections 6 through 8 and Part III Section 5(b) of this Questionnaire may be set forth directly on this Questionnaire,
or if there is insufficient space, on a separate schedule. The responses to all other sections of this Questionnaire must be set
forth on the PCA Principal Answer Sheet.


 






     -1-


    	 



    




 





 








 


Part
I: Definitions


 


References
in this Questionnaire to the following terms shall have the following meanings:


 


“CEA”
means the Commodity Exchange Act, as amended.


 


“CFTC”
means the U.S. Commodity Futures Trading Commission.


  


“CFTC
Regulations” means the rules, regulations, orders and interpretations published or issued by the CFTC, as amended.


 


“Commodity
Trade Option” means a commodity option entered into pursuant to CFTC Regulation 32.3(a).


 


“DCO”
means a “derivatives clearing organization,” as such term is defined in Section 1a(15) of the CEA and the CFTC Regulations.


 


“DF
Schedule” means a schedule to the DF Supplement.


 


“DF
Supplement” means the ISDA March 2013 DF Supplement published
on March 22, 2013 by the International Swaps and Derivatives Association, Inc.


 


“Existing
Swap Agreement” means, in respect of a Swap, a written agreement that (i) exists at the time of execution of such
Swap, (ii) provides for, among other things, terms governing the payment obligations of the parties, and (iii) the parties have
established, by written agreement, oral agreement, course of conduct or otherwise, will govern such Swap.


 


“Financial
Company” has the meaning ascribed to such term in Section 201(a)(11) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act, 12 U.S.C. § 5381(a)(11).


 


“Financial
Entity” means a person that is a “financial entity” as defined in Section 2(h)(7)(C)(i) of the CEA,
without regard to an exemption or exclusion provided in Section 2(h)(7)(C)(ii) of the CEA and CFTC regulations thereunder or in
Section 2(h)(7)(C)(iii) of the CEA.2


 


“Insured
Depository Institution” has the meaning ascribed to such term in 12 U.S.C. § 1813.


 













 



 





		2	Section
                                         2(h)(7)(C)(i) of the CEA defines a “financial entity” for purposes of mandatory
                                         clearing as (i) a swap dealer, (ii) a security-based swap dealer, (iii) a major swap
                                         participant, (iv) a major security-based swap participant, (v) a commodity pool, (vi)
                                         a private fund as defined in Section 202(a) of the Investment Advisors Act of 1940, (vii)
                                         an employee benefit plan as defined in paragraphs (3) and (32) of section 3 of the Employee
                                         Retirement Income and Security Act of 1974, and (viii) a person predominantly engaged
                                         in activities that are in the business of banking, or in activities that are financial
                                         in nature as defined in Section 4(k) of the Bank Holding Company Act of 1956.


 






     -2-


    	 



    

 


“LEI/CICI”
means a “legal entity identifier” satisfying the requirements of CFTC Regulation 45.6 or such other entity identifier
as shall be provided by the CFTC, pending the availability of such legal entity identifiers.


 


“PCA
Agent” means a person who has executed a Protocol Covered Agreement on behalf of one or more PCA Principals.


 


“PCA
Principal” means a person who is or may become a principal to one or more Swaps under a Protocol Covered
Agreement and who is identified as such in column 1 of the PCA Principal Answer Sheet.


 


“PCA
Principal Answer Sheet” means a spreadsheet substantially in the form of Annex A to this Questionnaire.


 


“Portfolio
Data” has the meaning ascribed to such term in the DF Supplement.


 


“Protocol
Agreement” means the ISDA March 2013 DF Protocol Agreement published on March 22, 2013 by the International
Swaps and Derivatives Association, Inc.


 


“Protocol
Covered Agreement” means (i) an ISDA March 2013 DF Protocol Master Agreement or (ii) any other written agreement
between two parties, with at least one of such parties being a CFTC Swap Entity, that (A) is in existence on the Implementation
Date applicable to such parties and (B) governs the terms and conditions of one or more Swaps that each such party has or may
enter into as principal.


 


“Risk
Valuations” has the meaning ascribed to such term in the DF Supplement.


 


“SDR”
means a “swap data repository,” as defined in Section 1a(48) of the CEA and the CFTC Regulations.


 


“Swap”
means a “swap” as defined in Section 1a(47) of the CEA and regulations thereunder; provided that a Commodity
Trade Option is not a Swap for purposes hereof. The term “Swap” also includes any foreign exchange swaps and
foreign exchange forwards that are exempted from regulation as “swaps” by the Secretary of the Treasury pursuant to
authority granted by Section 1a(47)(E) of the CEA. For the avoidance of doubt, the term “Swap” does not include a
swap that has been cleared by a DCO.


 


Capitalized
terms used but not otherwise defined in this Questionnaire shall have the meanings assigned to such terms in the Protocol Agreement.


 


Part
II: PCA Principal Information and Status Representations


 


Part
II of this Questionnaire consists of questions that must be answered by, or on behalf of, each PCA Principal. Answers to the questions
should be provided in the PCA Principal Answer Sheet except as otherwise indicated. 



 






     -3-


    	 



    




 


		1.	LEI/CICI3



 


To
answer this question, complete column 2 of the relevant row of the PCA Principal Answer Sheet by inserting the PCA Principal’s
LEI/CICI:


 


What
is PCA Principal’s LEI/CICI? 549300FWFHJGIW2B2U59


 


		2.	CFTC
                                         Swap Entity



 


The
term “CFTC Swap Entity” is used in the Protocol Agreement to signify PCA Principals that are, or expect shortly to
be, registered as a swap dealer or major swap participant with the CFTC. In the DF Supplement, the agreements that apply to a
“CFTC Swap Entity” are only appropriate for a registered swap dealer or major swap participant and the agreements
applicable to “Counterparty” or “CP” are only appropriate for parties who are counterparties to a registered
swap dealer or major swap participant. The Protocol Agreement provides that the obligations of matched PCA Principals under the
DF Supplement are conditioned upon at least one of the matched PCA Principals actually being registered with the CFTC as a swap
dealer or major swap participant, so that PCA Principals may be designated as CFTC Swap Entities prior to registration and have
relevant obligations take effect once registration is complete. 


 


Each
party executing a Questionnaire must indicate whether the relevant PCA Principal will be a CFTC Swap Entity for purposes of DF
Supplement terms incorporated in Protocol Covered Agreements. Designation as a CFTC Swap Entity in this Questionnaire is not a
representation by the PCA Principal that it is a “swap dealer” or a “major swap participant,” as such
terms are defined in the CEA and applicable CFTC regulations, or that it is registered as such. However, parties who do not
in good faith believe they will register as a swap dealer or major swap participant should not be designated as a CFTC Swap Entity
for purposes of DF Supplement terms incorporated in Protocol Covered Agreements. Under the DF Supplement, a matched party
that is not initially a CFTC Swap Entity may subsequently change its status to CFTC Swap Entity by providing written notice to
its counterparty that it has become registered with the CFTC as a swap dealer or major swap participant.


 


A
“Yes” response to this question will be an election for PCA Principal to be a CFTC Swap Entity for purposes of DF
Supplement terms incorporated in Protocol Covered Agreements.


 


To
answer this question, complete column 3 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Is
PCA Principal a CFTC Swap Entity? NO



 





 








 




		3	CFTC
                                         Regulation 45.6.



  



     -4-


    	 



    

 





		3.	Financial
                                         Entity4



 


The
term “financial entity” is used for various purposes throughout the CEA and CFTC Regulations, including, among others,
for purposes of determining who must enter into “swap trading relationship documentation” satisfying various requirements
and the deadlines for execution of confirmations under CFTC Regulation 23.501. Each party executing a Questionnaire must therefore
indicate whether the relevant PCA Principal is a Financial Entity to the best of its knowledge. 


 


To
answer this question, complete column 4 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate. Respondents should note that participants in the ISDA August 2012 DF Protocol were also
asked in the related “Questionnaire” to indicate whether they are “financial entities” as defined in Section
2(h)(7)(C)(i) of the CEA and the CFTC Regulations. Information provided herein will be deemed an update to information provided
in the prior Questionnaire, if any. 


 


To
the best of its knowledge, is PCA Principal a Financial Entity? YES


 


		4.	Financial
                                         Company5



 


Pursuant
to CFTC Regulation 23.504(b)(5)(i)-(ii), swap trading relationship documentation must include a statement for each party indicating
whether it is a Financial Company. Such a statement will be incorporated into Matched PCAs for PCA Principal as “March 2013
DF Supplement Information” by answering this question.


 


To
answer this question, complete column 5 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Is
PCA Principal a Financial Company? YES


 


		5.	Insured
                                         Depository Institution6



 


Pursuant
to CFTC Regulation 23.504(b)(5)(i)-(ii), swap trading relationship documentation must include a statement for each party indicating
whether it is an Insured Depository Institution. Such a statement will be incorporated into Matched PCAs for PCA Principal as
“March 2013 DF Supplement Information” by answering this question.


 


To
answer this question, complete column 6 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 





 



 















		4	See,
                                         e.g., CFTC Regulation 23.501 and 23.504(b)(4).



 


		5	CFTC
                                         Regulation 23.504(b)(5)(i)-(ii).



 


		6	CFTC
                                         Regulation 23.504(b)(5)(i)-(ii).



  






     -5-


    	 



    

  


Is
PCA Principal an Insured Depository Institution? NO


 


		6.	E-mail
                                         Address for Delivery of Notices



 



A
PCA Principal may specify here an e-mail address for the delivery of notices pursuant to the DF Supplement, other than notices
related to Risk Valuations or Portfolio Data:


 


		E-mail:	cts.cmbs.bond.admin@wellsfargo.com	 



 


		7.	E-mail
                                         Address for Delivery of Risk Valuations



 


A
PCA Principal may specify here an e-mail address for the delivery of Risk Valuations given pursuant to DF Schedule 3:


 


		E-mail:	cts.cmbs.bond.admin@wellsfargo.com	 



 


		8.	E-mail
                                         Address for Delivery of Portfolio Data



 


A
PCA Principal may specify here an e-mail address for the delivery of Portfolio Data delivered pursuant to DF Schedule 4:


 


		E-mail:	 	 



  


Part
III: PCA Principal Elections 


 


Part
III of this Questionnaire consists of questions that must be answered by, or on behalf of, each PCA Principal except as otherwise
indicated. Answers to the questions should be provided in the PCA Principal Answer Sheet except as otherwise indicated.


 


		1.	Local
                                         Business Day



 


For
the purposes of the March 2013 DF Supplement, what constitutes a “Local Business Day” in respect of any party is determined
based upon the city (or cities) specified by such party herein or in other documentation agreed by the parties to be “March
2013 DF Supplement Information.” A city (or cities) may be specified for a PCA Principal by answering this question.


 


To
answer this question, complete column 7 of the relevant row of the PCA Principal Answer Sheet by inserting the name(s) of the
relevant city (or cities):


 


Local
Business Day city or cities? New York 










  



     -6-


    	 



    

 








		2.	DF
                                         Schedule 3 Election for Non-Financial Entities7



 


The
following election whether to enter into DF Schedule 3 (Calculation of Risk Valuations and Dispute Resolution) must be completed
by, or on behalf of, all PCA Principals that are neither (i) being designated as CFTC Swap Entities nor (ii) Financial Entities.
If PCA Principal is being designated as a CFTC Swap Entity or has been identified as a Financial Entity in this Questionnaire,
it is automatically deemed to elect DF Schedule 3 (Calculation of Risk Valuations and Dispute Resolution) pursuant to the Protocol
Agreement. 


 


DF
Schedule 3 provides a set of agreements intended to address the documentation requirements of CFTC Regulation 23.504(b)(4). CFTC
Regulation 23.504(b)(4) provides that these requirements apply to all swap trading relationship documentation between swap dealers,
major swap participants and Financial Entities, but are not mandatory for swap trading relationship documentation with market
participants that are not Financial Entities.  



 


Either
a “Yes” response or a non-response to this question will be an election to supplement the terms of Matched PCAs by
incorporating DF Schedule 3 (Calculation of Risk Valuations and Dispute Resolution). A “No” response to this
question will be an election not to incorporate DF Schedule 3. Protocol Participants should verify that
the relevant PCA Principal is not a Financial Entity before responding “No” to this question. 


 


To
answer this question, complete column 8 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Does
PCA Principal agree to DF Schedule 3? (automatically deemed to have elected)


 


		3.	DF
                                         Schedule 4 Elections8



 


		(a)	The
                                         following election whether to enter into DF Schedule 4 (Portfolio Reconciliation) must
                                         be completed by, or on behalf of, all PCA Principals that are not being designated as
                                         CFTC Swap Entities. If PCA Principal is being designated as a CFTC Swap Entity in this
                                         Questionnaire, it is automatically deemed to elect DF Schedule 4 (Portfolio Reconciliation)
                                         pursuant to the Protocol Agreement.



 


A
“Yes” response or a non-response to this question will be an election to supplement the terms of Matched PCAs by incorporating
DF Schedule 4 (Portfolio Reconciliation). A “No” response to this question will be an election not
to incorporate DF Schedule 4 (Portfolio Reconciliation).





 













 



 





		7	CFTC
                                         Regulation 23.504(b)(4).





 





		8	CFTC
                                         Regulation 23.502


  






     -7-


    	 



    

 





To
answer this question, complete column 9 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Does
PCA Principal agree to Schedule 4? NO


 


		(b)	The
                                         following election whether to engage in portfolio reconciliation in accordance with Part
                                         II of DF Schedule 4 (One-way Delivery of Portfolio Data) or Part III of DF Schedule 4
                                         (Exchange of Portfolio Data) must be completed by, or on behalf of, all PCA Principals
                                         that (i) are not designated as CFTC Swap Entities in this Questionnaire, and (ii) have
                                         elected DF Schedule 4 in this Questionnaire. If PCA Principal is being designated as
                                         a CFTC Swap Entity and is matched with another PCA Principal designated as a CFTC Swap
                                         Entity, Part III of DF Schedule 4 is automatically deemed elected pursuant to the Protocol
                                         Agreement.



 


Pursuant
to CFTC guidance, a party that is not a swap dealer or major swap participant may engage in portfolio reconciliation by either
reviewing and confirming portfolio data received from a swap dealer or major swap participant or by exchanging portfolio data
with a swap dealer or major swap participant. 


 


A
“Review” response or a non-response to this question will be an election to engage in portfolio reconciliation in
accordance with Part II of DF Schedule 4 (One-way Delivery of Portfolio Data). An “Exchange” response to this
question will be an election to engage in portfolio reconciliation in accordance with Part III of DF Schedule 4 (Exchange
of Portfolio Data).


 


To
answer this question, complete column 10 of the relevant row of the PCA Principal Answer Sheet by inserting a “Review”
or “Exchange,” as appropriate:


 


Does
PCA Principal agree to review or exchange Portfolio Data? (Not Applicable)


 


		(c)	The
                                         following election whether to reconcile certain terms of Swaps in accordance with Part
                                         V of DF Schedule 4 (Other Portfolio Reconciliation Procedures) must be completed
                                         by, or on behalf of, all
                                         PCA Principals that (i) are designated as CFTC Swap Entities in this Questionnaire, or
                                         (ii) have elected DF Schedule 4 in this Questionnaire.







 


PCA
Principals that engage in portfolio reconciliations may choose to reconcile relevant terms of Swaps against the data reported
by a party to an SDR rather than requiring the direct delivery of the relevant information by the other party or its agent. 


 


A
“Yes” response to this question will be an election to reconcile relevant terms of Swaps in accordance with Part V
of DF Schedule 4 (Other Portfolio Reconciliation Procedures). A “No” response or a non-response to this question
will be an election not to agree to the terms of Part V of DF Schedule 4.


 






     -8-


    	 



    

 


To
answer this question, complete column 11 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Does
PCA Principal agree to reconcile against SDR Data? (Not Applicable)


 


		4.	Use
                                         of End-User Exception9



 


		(a)	The
                                         following question may be completed by, or on behalf of, all PCA Principals that are
                                         eligible to use the End-User Exception (as defined below).



 


Section
2(h)(1) of the CEA makes it unlawful, subject to certain exceptions, for any person to engage in a swap that is subject to a mandatory
clearing determination unless such swap is submitted for clearing to a registered or exempt derivatives clearing organization.
Section 2(h)(7) of the CEA and CFTC Regulation 50.50 provide an exception, available to certain parties, to the mandatory clearing
requirement set forth in Section 2(h)(1) of the CEA (the “End-User Exception”). In order to use the End-User
Exception, a party must, among other things, make an election to do so. This question may be used to notify a counterparty that
PCA Principal is making a one-time election to always use the End-User Exception for swaps subject to mandatory clearing unless
PCA Principal subsequently notifies its counterparty to the contrary (either with respect to a particular Swap or generally).
For the avoidance of doubt, a party’s answer to this question will in no way prejudice its rights to elect to, or not to,
use the End-User Exception in respect of any particular Swap.


 


A
“Yes” response to this question provides a notice to a recipient of this Questionnaire that PCA Principal is electing
(such election, the “Standing End-User Exception Election”) the End-User Exception for each Swap entered into
by the PCA Principal under a Matched PCA that is subject to a mandatory clearing determination under Section 2(h) of the CEA,
unless PCA Principal has notified the counterparty otherwise in writing prior to the execution of such Swap. A “No”
response or a non-response to this question will be an election not to provide such a notice (and has no other effect). 


 


To
answer this question, complete column 12 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Standing
End-User Exception Election? NO


 


		(b)	The
                                         following question may be completed by, or on behalf of, all PCA Principals that are
                                         eligible to use the End-User Exception.



 


CFTC
Regulation 50.50 provides that when a party to a Swap elects to use the End-User Exception (such party an “Electing Party”),
one of the parties must provide, or cause to be provided, the information listed in CFTC Regulation  


 





 








 





		9	CFTC
                                         Regulation 50.50.





 






     -9-


    	 



    

 


50.50
to a registered SDR or, if no registered SDR is available to receive such information, the CFTC. An Electing Party may provide
this information directly to a registered SDR or the CFTC through an annual filing pursuant to CFTC Regulation 50.50(b)(2) (an
“Annual Filing”), or may cause this data to be reported on a trade-by-trade basis (a “Trade Filing”).


 


The
ISDA March 2013 DF Supplement provides that an Electing Party is deemed to represent at the time of execution of the relevant
Swap that it has either made an Annual Filing or has notified its counterparty that it has not made such an Annual Filing and
has provided the counterparty with the information required to make a Trade Filing. The following question may be used by a PCA
Principal to notify its counterparty that it will not make an Annual Filing for any swap subject to mandatory clearing (such notification,
the “Standing Opt-Out of Annual Filing”) unless PCA Principal subsequently notifies its counterparty to the
contrary (either with respect to a particular Swap or generally).


 


To
answer this question, complete column 13 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Standing
Opt-Out of Annual Filing? (Not Applicable)


 


		(c)	The
                                         following questions may be completed by, or on behalf of, all PCA Principals that are
                                         eligible to use the End-User Exception.



 


The
ISDA March 2013 DF Supplement provides that an Electing Party that has notified its counterparty that it has not made an Annual
Filing represents that it has provided the counterparty with the information required to make a Trade Filing. The following questions
may be used by a PCA Principal to provide such information. 


 


		(i)	If
                                         the Electing Party is a Financial Entity, CFTC Regulation 50.50 requires that a Trade
                                         Filing specify whether the Electing Party is electing the exception in accordance with
                                         Section (2)(h)(7)(C)(iii) of the CEA (the “Finance Affiliate Exception”)



 


To
answer this question, complete column 14 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate: 


 


Is
PCA Principal electing the Finance Affiliate Exception? (Not Applicable)


 









     -10-


    	 



    

 


		(ii)	If
                                         the Electing Party is a Financial Entity, CFTC Regulation 50.50 requires that a Trade
                                         Filing specify whether the Electing Party is electing the exception in accordance with
                                         Section (2)(h)(7)(D) of the CEA (the “Hedging Affiliate Exception”).
                                         



 


To
answer this question, complete column 15 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Is
PCA Principal electing the Hedging Affiliate Exception? (Not Applicable)


 


		(iii)	If
                                         the Electing Party is a Financial Entity, CFTC Regulation 50.50 requires that a Trade
                                         Filing specify whether the Electing Party is an entity that has been exempted from the
                                         statutory definition of “financial entity” for purposes of the End User Exception
                                         under Section 2(h)(7)(C)(ii) of the CEA and CFTC Regulation 50.50(d) (the “Small
                                         Bank Exemption”).



 


To
answer this question, complete column 16 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Is
PCA Principal exempt under the Small Bank Exemption? (Not Applicable)


 


		(iv)	CFTC
                                         Regulation 50.50 requires that a Trade Filing specify how an Electing Party generally
                                         meets its financial obligations associated with entering into non-cleared swaps.



 


To
answer this question, complete column 17 of the relevant row of the PCA Principal Answer Sheet by inserting one or more of the
subsection letters below, as appropriate:


 


How
does PCA Principal generally meet its financial obligations associated with entering into non-cleared swaps? (Not Applicable)


 


		(A)	a
                                         written credit support agreement;



 


		(B)	pledged
                                         or segregated assets (including posting or receiving margin pursuant to a credit support
                                         arrangement or otherwise);



 


		(C)	a
                                         written third-party guarantee;



 


		(D)	its
                                         available financial resources; or



 






     -11-


    	 



    

 


		(E)	means
                                         other than those described in the foregoing subsections (A) through (D).



 


		(v)	CFTC
                                         Regulation 50.50 requires that a Trade Filing specify whether an Electing Party is an
                                         issuer of securities registered under Section 12 of, or is required to file reports under
                                         Section 15(d) of, the Securities Exchange Act of 1934 (an “SEC Issuer/Filer”)



 


To
answer this question, complete column 18 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Is
PCA Principal an SEC Issuer/Filer? (Not Applicable)


 


		(vi)	If
                                         the Electing Party is an SEC Issuer/Filer, CFTC Regulation 50.50 requires that a Trade
                                         Filing specify the Electing Party’s SEC Central Index Key number.








 


To
answer this question, complete column 19 of the relevant row of the PCA Principal Answer Sheet by inserting the PCA Principal’s
SEC Central Index Key number:


 


What
is PCA Principal’s SEC Central Index Key number? (Not Applicable)


 


		(vii)	If
                                         the Electing Party is an SEC Issuer/Filer, CFTC Regulation 50.50 requires that a Trade
                                         Filing specify whether an appropriate committee of Electing Party’s board of directors
                                         (or equivalent body) reviewed and approved the decision to enter into swaps that are
                                         exempt from the requirements of Sections 2(h)(1) and 2(h)(8) of the CEA (an “Election
                                         Approval”).



 


To
answer this question, complete column 20 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate:


 


Did
PCA Principal receive Election Approval? (Not Applicable)


 


		5.	ISDA
                                         March 2013 DF Protocol Master Agreement Elections and Information



 


		(a)	CFTC
                                         Regulation 23.504 requires a CFTC Swap Entity to have in place written policies and procedures
                                         to ensure that it executes “swap trading relationship documentation” prior
                                         to or contemporaneously with entering into a Swap with any counterparty. In order to
                                         help ensure that parties have such documentation in place for each Swap, Section 4 of
                                         the Protocol Agreement allows each PCA Principal to elect to enter into an “ISDA
                                         March 2013 DF Protocol Master Agreement.” Pursuant to the Schedule to the ISDA
                                         March 2013 DF Protocol 



 






     -12-


    	 



    

 


			Master Agreement, such agreement
                                         would govern Swaps that are (i) not governed by an Existing Swap Agreement and (ii) not
                                         intended by the parties to be cleared on a derivatives clearing organization.





 


			A
                                         “Yes” response to this question is an agreement by PCA Principal to enter
                                         into the ISDA March 2013 DF Protocol Master Agreement with each counterparty to whom
                                         this Questionnaire has been delivered. A “No” response or a non-response
                                         will not be an agreement to enter into the ISDA March 2013 DF Protocol
                                         Master Agreement with each counterparty to whom this Questionnaire has been delivered.



 


To
answer this question, complete column 21 of the relevant row of the PCA Principal Answer Sheet by inserting a “Yes”
or a “No,” as appropriate.


 


Does
PCA Principal agree to enter into an ISDA March 2013 DF Protocol Master Agreement? NO


 


		(b)	If
                                         PCA Principal has responded “Yes” to the previous question, the notice information
                                         of such PCA Principal for the purposes of each ISDA March 2013 DF Protocol Master Agreement
                                         is as follows: (Not Applicable)



  


		Name:	 



 


		Address:	 



 




		 	 


 





		Phone:	 


 





		Fax:	 


 


		E-mail:	 


 








		Electronic
                            Messaging System Details:	 




 










		Specific
                            Instructions:	 


 






     -13-


    	 



    




 





By
executing this Questionnaire, the signatory represents as PCA Principal or PCA Agent for specified PCA Principals that (a) all
information provided by it in this Questionnaire is true, accurate and complete in every material respect as of the date hereof,
and may be relied upon by each counterparty to whom this Questionnaire is delivered, (b) it has elected to supplement its Matched
PCAs with the DF Schedules as indicated in this Questionnaire, and (c) if it has answered “Yes” to the question in
Part III Section 5(a) of this Questionnaire, it has agreed to enter into the ISDA March 2013 DF Protocol Master Agreement. 


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C34


 


By:
Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator on behalf of the
Wells Fargo Commercial Mortgage Trust 2016-C34 





	 	 	 
	By:	/s/ Michael Baker	 
	 	Name: Michael Baker	 
	 	Title: Assistant Vice President	 
	 	Date: May 24, 2016	 






 



     


    	 



    








 


 






Schedule
1


Mortgage
Loans with Additional Debt


 


		1.	Regent
                                         Portfolio
	 	 	 



		2.	Congressional
                                         North Shopping Centre & 121 Congressional Lane
	 	 	 



		3.	Marriott
                                         Monterey







     Schedule l-1


     


    

 Schedule
2


CLass
A-SB Planned Principal Balance Schedule


 





	 	 	Class
    A-SB	 	 	 	Class
    A-SB	 
	 	 	Planned Principal	 	 	 	Planned Principal	 
	Distribution Date	 	Balance	 	Distribution Date	 	Balance	 
	June 2016	 	$45,985,000.00	 	September 2019	 	$45,985,000.00	 
	July 2016	 	$45,985,000.00	 	October 2019	 	$45,985,000.00	 
	August 2016	 	$45,985,000.00	 	November 2019	 	$45,985,000.00	 
	September 2016	 	$45,985,000.00	 	December 2019	 	$45,985,000.00	 
	October 2016	 	$45,985,000.00	 	January 2020	 	$45,985,000.00	 
	November 2016	 	$45,985,000.00	 	February 2020	 	$45,985,000.00	 
	December 2016	 	$45,985,000.00	 	March 2020	 	$45,985,000.00	 
	January 2017	 	$45,985,000.00	 	April 2020	 	$45,985,000.00	 
	February 2017	 	$45,985,000.00	 	May 2020	 	$45,985,000.00	 
	March 2017	 	$45,985,000.00	 	June 2020	 	$45,985,000.00	 
	April 2017	 	$45,985,000.00	 	July 2020	 	$45,985,000.00	 
	May 2017	 	$45,985,000.00	 	August 2020	 	$45,985,000.00	 
	June 2017	 	$45,985,000.00	 	September 2020	 	$45,985,000.00	 
	July 2017	 	$45,985,000.00	 	October 2020	 	$45,985,000.00	 
	August 2017	 	$45,985,000.00	 	November 2020	 	$45,985,000.00	 
	September 2017	 	$45,985,000.00	 	December 2020	 	$45,985,000.00	 
	October 2017	 	$45,985,000.00	 	January 2021	 	$45,985,000.00	 
	November 2017	 	$45,985,000.00	 	February 2021	 	$45,985,000.00	 
	December 2017	 	$45,985,000.00	 	March 2021	 	$45,985,000.00	 
	January 2018	 	$45,985,000.00	 	April 2021	 	$45,985,000.00	 
	February 2018	 	$45,985,000.00	 	May 2021	 	$45,984,527.47	 
	March 2018	 	$45,985,000.00	 	June 2021	 	$45,258,196.88	 
	April 2018	 	$45,985,000.00	 	July 2021	 	$44,459,264.27	 
	May 2018	 	$45,985,000.00	 	August 2021	 	$43,726,281.53	 
	June 2018	 	$45,985,000.00	 	September 2021	 	$42,990,103.57	 
	July 2018	 	$45,985,000.00	 	October 2021	 	$42,181,599.53	 
	August 2018	 	$45,985,000.00	 	November 2021	 	$41,438,684.40	 
	September 2018	 	$45,985,000.00	 	December 2021	 	$40,623,631.96	 
	October 2018	 	$45,985,000.00	 	January 2022	 	$39,873,921.48	 
	November 2018	 	$45,985,000.00	 	February 2022	 	$39,120,942.54	 
	December 2018	 	$45,985,000.00	 	March 2022	 	$38,158,963.20	 
	January 2019	 	$45,985,000.00	 	April 2022	 	$37,398,497.32	 
	February 2019	 	$45,985,000.00	 	May 2022	 	$36,566,385.89	 
	March 2019	 	$45,985,000.00	 	June 2022	 	$35,798,973.04	 
	April 2019	 	$45,985,000.00	 	July 2022	 	$34,960,109.30	 
	May 2019	 	$45,985,000.00	 	August 2022	 	$34,185,689.49	 
	June 2019	 	$45,985,000.00	 	September 2022	 	$33,407,892.98	 
	July 2019	 	$45,985,000.00	 	October 2022	 	$32,558,936.52	 
	August 2019	 	$45,985,000.00	 	November 2022	 	$31,774,043.37	 


   






     Schedule 2-1


     


    




 


		 	Class
    A-SB	 	 	 	Class
    A-SB	 
	 	 	Planned Principal	 	 	 	Planned Principal	 
	Distribution Date	 	Balance	 	Distribution Date	 	Balance	 
	December 2022	 	$30,918,189.12	 	August 2024	 	$13,320,917.88	 
	January 2023	 	$30,126,138.04	 	September 2024	 	$12,433,844.35	 
	February 2023	 	$29,330,633.04	 	October 2024	 	$11,476,109.39	 
	March 2023	 	$28,330,074.81	 	November 2024	 	$10,581,002.64	 
	April 2023	 	$27,526,727.61	 	December 2024	 	$9,615,459.58	 
	May 2023	 	$26,632,583.75	 	January 2025	 	$8,712,250.32	 
	June 2023	 	$25,803,465.82	 	February 2025	 	$7,805,109.17	 
	July 2023	 	$24,902,062.14	 	March 2025	 	$6,695,569.14	 
	August 2023	 	$24,065,410.65	 	April 2025	 	$5,779,640.00	 
	September 2023	 	$23,225,118.29	 	May 2025	 	$4,793,858.11	 
	October 2023	 	$22,312,853.37	 	June 2025	 	$3,869,646.86	 
	November 2023	 	$21,464,931.13	 	July 2025	 	$2,875,814.97	 
	December 2023	 	$20,545,250.18	 	August 2025	 	$1,943,250.18	 
	January 2024	 	$19,689,632.29	 	September 2025	 	$1,006,625.08	 
	February 2024	 	$18,830,290.60	 	October 2025	 	$727.27	 
	March 2024	 	$17,831,811.67	 	November 2025 and	 	$0.00	 
	April 2024	 	$16,964,378.26	 	thereafter	 	 	 
	May 2024	 	$16,025,732.97	 	 	 	 	 
	June 2024	 	$15,150,435.67	 	 	 	 	 
	July 2024	 	$14,204,146.88	 	 	 	 	 





 



     Schedule 2-2


     


    




Schedule
3


DESIGNATED
ESCROW/RESERVE Mortgage Loans


		1.	Marketplace
                                         at Signal Butte



		2.	Nolitan
                                         Hotel



		3.	Shoppes
                                         at First Colony



		4.	Pacific
                                         Palisades Bowl MHC




 



     Schedule 3-1