Common use of Exchanges of Exchangeable Certificates Clause in Contracts

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ EC Certificates shall represent beneficial ownership interests in the Class PEZ EC Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Exchangeable Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ EC Certificates that represent the same Tranche Percentage Interest in each Class PEZ EC Regular Interest as the Exchangeable Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ EC Certificates may exchange its Class EC Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Exchangeable Certificates that evidence the same Tranche Percentage Interest in the each Class PEZ EC Regular Interests Interest as the Class PEZ EC Certificates being surrendered. (d) An exchange of Exchangeable Certificates or Class EC Certificates may only occur if the Exchangeable Certificates or Class A-S, Class B and Class C EC Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, of the Class PEZ CertificatesA-S Certificates and the Class EC Component A-S) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation limit on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates or Class EC Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion)Proportion or Class EC Certificates, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates or Class EC Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount Balance(s) of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount Balance(s) of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of the Exchangeable Certificates and the Class EC Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate and Class EC Certificate to be exchanged and each Exchangeable Certificate and Class EC Certificate to be received; the original and outstanding Certificate Principal Amount principal balance of the Exchangeable Certificates and Class EC Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. The aggregate principal and interest entitlements of the Certificates received must equal the aggregate entitlements of the Certificates surrendered. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. The Exchangeable Certificates shall be exchangeable for the Class EC Certificates, and the Class EC Certificates shall be exchangeable for the Exchangeable Certificates, in each case on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate or Class EC Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ EC Certificates shall represent beneficial ownership interests in the Class PEZ EC Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Exchangeable Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ EC Certificates that represent the same Tranche Percentage Interest in each Class PEZ EC Regular Interest as the Exchangeable Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ EC Certificates may exchange its Class EC Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Exchangeable Certificates that evidence the same Tranche Percentage Interest in the each Class PEZ EC Regular Interests Interest as the Class PEZ EC Certificates being surrendered. (d) An exchange of Exchangeable Certificates or Class EC Certificates may only occur if the Exchangeable Certificates or Class A-S, Class B and Class C EC Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, of the Class PEZ CertificatesA-S Certificates and the Class EC Component A-S) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation limit on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates or Class EC Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion)Proportion or Class EC Certificates, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates or Class EC Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount Balance(s) of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount Balance(s) of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of the Exchangeable Certificates and the Class EC Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxxxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate and Class EC Certificate to be exchanged and each Exchangeable Certificate and Class EC Certificate to be received; the original and outstanding Certificate Principal Amount principal balance of the Exchangeable Certificates and Class EC Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. The aggregate principal and interest entitlements of the Certificates received must equal the aggregate entitlements of the Certificates surrendered. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. The Exchangeable Certificates shall be exchangeable for the Class EC Certificates, and the Class EC Certificates shall be exchangeable for the Exchangeable Certificates, in each case on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate or Class EC Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2013-C18” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchangeX attached hereto. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFCM 2015-LC20” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2013-C10” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFCM 2015-C28” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust Upper-Tier REMIC shall issue the several Classes Class E-1 Regular Interest, Class E-2 Regular Interest, Class F-1 Regular Interest, Class F-2 Regular Interest, Class G-1 Regular Interest, Class G-2 Regular Interest, Class H-1 Regular Interest and Class H-2 Regular Interest, which shall have initial Certificate Balances as set forth in the table below. Class E-1 Regular Interest $9,137,500 Class E-2 Regular Interest $9,137,500 Class F-1 Regular Interest $2,665,000 Class F-2 Regular Interest $2,665,000 Class G-1 Regular Interest $5,330,000 Class G-2 Regular Interest $5,330,000 Class H-1 Regular Interest $8,376,511 Class H-2 Regular Interest $8,376,511 Groups of Exchangeable Certificates may be exchanged for the related Exchangeable Combined Certificates, and vice versa, in whole or in part in accordance with the terms of this Section 5.12(a) and the other applicable provisions of this Article V. Exchangeable Certificates and Exchangeable Combined Certificates shall at all times represent undivided beneficial ownership interests, held through the Grantor Trust, in one or more Grantor Trust-Held Regular Interests, as set forth in the table below. With respect to each Class of the Exchangeable Combined Certificates, the portion of each underlying Grantor Trust-Held Regular Interest represented by such Class of Certificates is the designated “Exchangeable Component” set forth in the table below, each of which corresponds to the underlying Grantor Trust-Held Regular Interest with the same alphanumeric designation. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Combined Certificates may be exchanged on the books of DTC for the Depository for corresponding Classes of Exchangeable Certificates set forth next to such Class PEZ in the table below, and vice versa. The percentage set forth next to each Class of Exchangeable Certificates in the table below represents the percentage of the aggregate initial Certificate Balance of all Exchangeable Certificates involved in an exchange that is represented by the initial Certificate Balance of such Class of Exchangeable Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates is required to be surrendered and to receive the corresponding Exchangeable Combined Certificates (iior that will be received if Exchangeable Combined Certificates are surrendered) a Certificateholder that holds (each an “Exchange Proportion”). Following any exchange of any Class PEZ of Exchangeable Combined Certificates may for the corresponding Exchangeable Certificates, or any exchange its Certificates on the books of the Depository specified Exchange Proportions of the Exchangeable Certificates for a Class A-S of Exchangeable Combined Certificates, the Class B Percentage Interests of the outstanding Certificate Balances of the Grantor Trust-Held Regular Interests with the same alphanumeric designation that are represented by the related Exchangeable Certificates (or related Exchangeable Components) shall be increased or decreased accordingly. As of the Closing Date, the Certificate Balance and Class Percentage Interest(s) for each Class of Exchangeable Combined Certificates and each Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if are as follows: Class E-1 Certificates $0 Class E-2 Certificates $0 Class E Certificates $18,275,000 Class F-1 Certificates $0 Class F-2 Certificates $0 Class F Certificates $5,330,000 Class EF Certificates $0 Class G-1 Certificates $0 Class G-2 Certificates $0 Class G Certificates $10,660,000 Class EFG Certificates $0 Class H-1 Certificates $1,524,511 Class H-2 Certificates $1,524,511 Class H Certificates $13,704,000 Class E-1 Percentage Interest 0.0% Class E-2 Percentage Interest 0.0% Class E-E-1 Percentage Interest 100.0% Class E-E-2 Percentage Interest 100.0% Class EF-E-1 Percentage Interest 0.0% Class EF-E-2 Percentage Interest 0.0% Class EF-F-1 Percentage Interest 0.0% Class EF-F-2 Percentage Interest 0.0% Class F-1 Percentage Interest 0.0% Class F-2 Percentage Interest 0.0% Class F-F-1 Percentage Interest 100.0% Class F-F-2 Percentage Interest 100.0% Class G-1 Percentage Interest 0.0% Class G-2 Percentage Interest 0.0% Class G-G-1 Percentage Interest 100.0% Class G-G-2 Percentage Interest 100.0% Class EFG-E-1 Percentage Interest 0.0% Class EFG-E-2 Percentage Interest 0.0% Class EFG-F-1 Percentage Interest 0.0% Class EFG-F-2 Percentage Interest 0.0% Class EFG-G-1 Percentage Interest 0.0% Class EFG-G-2 Percentage Interest 0.0% Class H-1 Percentage Interest 18.199833% Class H-H-1 Percentage Interest 81.800167% Class H-2 Percentage Interest 18.199833% Class H-H-2 Percentage Interest 81.800167% There is no limit on the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange number of Exchangeable Certificates may occur pursuant to exchanges authorized under this Section 5.12 after 5.12(a); provided that exchanges shall no longer be permitted following the date when the then-then current Certificate Principal Amount Balance of the Class Amost senior corresponding Grantor Trust-S Held Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been is reduced to zero as a result of the payment in full of all interest and principal thereonon that Grantor Trust-Held Regular Interest or the then current principal balance of the most subordinate corresponding Grantor Trust-Held Regular Interest is reduced to zero as a result of the application of Realized Losses to that Grantor Trust-Held Regular Interest. There shall In all cases, however, an exchange may not occur if the face amount of the Certificates to be no limitation on received in the number of exchanges of Exchangeable Certificates exchange would not represent a minimum authorized pursuant to this denomination for the relevant Class as described under Section 5.125.01(a). In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (eb) At the request of the Holder of a Class or Classes of Exchangeable Certificates, Certificates or Exchangeable Combined Certificates and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C or Exchangeable Combined Certificates for Class PEZ Certificates, in the applicable Exchangeable Exchange Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h5.12(d)) the corresponding Exchangeable Certificates or Exchangeable Combined Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c5.12(a). (fc) In connection with any exchange of Exchangeable Certificates for Exchangeable Combined Certificates, or Exchangeable Combined Certificates for Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount Balance(s) of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount Balance(s) of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of the Exchangeable Certificates and the Exchangeable Combined Certificates to reflect such reductions and increases. (gd) In order to effect an exchange of Exchangeable Certificates for Exchangeable Combined Certificates, or Exchangeable Combined Certificates for Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate and Exchangeable Combined Certificates to be exchanged and each Exchangeable Certificate and Exchangeable Combined Certificate to be received; the original and outstanding Certificate Principal Amount principal balance of the Exchangeable Certificates and Exchangeable Combined Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. The aggregate principal and interest entitlements of the Certificates received must equal the aggregate entitlements of the Certificates surrendered. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. The Exchangeable Certificates shall be exchangeable for the Exchangeable Combined Certificates, and the Exchangeable Combined Certificates shall be exchangeable for the Exchangeable Certificates, in each case on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (he) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate or Exchangeable Combined Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFCM 2014-LC18” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2013-C12” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2014-C14” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxxx.xxxxxxxxxxxx@xxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2014-C16” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondinglyand, therefore, the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2014-C23” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must be substantially in the form of Exhibit V-I, attached hereto, and shall contain the following information (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At [Class [A-1] and Class [A-2] Certificates in the Exchange Proportion may be exchanged for Class [EC] Certificates and vice versa, in whole or in part. This process may occur repeatedly. In the event that the Certificate Principal Amount of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all timesinterest and principal in full, exchanges shall no longer be permissible. With respect to any exchange, each of the Class A-S, Class B [A-1] and Class C [A-2] Certificates shall represent beneficial ownership interests will be required in order to exchange such Certificates for Class [EC] Certificates and vice versa, using the Class A-S Percentage Interestinitial Certificate Balances of the individual Certificates being exchanged (rather than the outstanding Certificate Principal Amount), the Class B Percentage Interest and the Class C Percentage Interest, respectivelyin each case, in the applicable Exchange Proportion. The aggregate Certificate Principal Amount of the Certificates (with each Class A-S Regular Interestrounded to the nearest whole dollar) received in an exchange, immediately after the exchange, must equal the aggregate Certificate Principal Amount of the Certificates (with each Class B Regular Interest and Class C Regular Interest, respectively. At all times, rounded to the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (bnearest whole dollar) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificatessurrendered for exchange immediately prior to such exchange. Each Class of Exchangeable Certificates shall exchanged or received in any exchange must be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions at least its minimum Denomination set forth in Section 5.12(d), (i) if a Certificateholder holds 5.01. Class A-S Certificates, [EC] Certificates will only receive distributions of interest and principal that are allocated to the Class B [A-1] and Class [A-2] Certificates exchanged for such Class [EC] Certificates. Any Realized Losses or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Class [A-1] and the Class C [A-2] Certificates in an Exchangeable Proportion, then those that were exchanged for Class [EC] Certificates will be borne by such Class [EC] Certificates. Exchangeable Certificates may that have been exchanged Certificates shall be exchanged deemed to be held by the Trustee as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Class [A-1] and Class [A-2] Certificates shall be exchangeable on the books of the Depository for Class PEZ [EC] Certificates, and Class [EC] Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to shall be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates exchangeable on the books of the Depository for Class A-S [A-1] and Class [A-2] Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest Closing Date (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause other than any exchanges on the Closing Date pursuant to instructions delivered from the Depositor); provided, however, that if Exchangeable Certificates are Individual Certificates, Exchangeable Certificates that have been exchanged shall not be cancelled, shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement and shall be held by the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, Custodian on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled Trustee as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount assets of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) Grantor Trust. In order to effect an exchange of the Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) [_____] no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may can be any Business Day other than the first or last Business Day of the month. An exchange , subject to the satisfaction of the Certificate Administrator; provided that no exchanges under this Section 5.08 shall occur with respect to a Temporary Regulation S Global Certificate prior to the Exchange Date. (c) With respect to the notice must required in clause (ib) be set forth above, the Certificateholder shall provide notice on the applicable Certificateholder’s letterhead, (ii) which notice must carry a medallion stamp guarantee and (iii) set forth the following information: (i) the CUSIP Number of each the Exchangeable Certificate Certificates to be exchanged and each Exchangeable Certificate to be received; , (ii) the original and outstanding principal balance of the Initial Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, (iii) the Certificateholder’s Depository participant number; , if applicable, and (iv) the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h)fee. The Certificateholder and the Certificate Registrar shall will utilize the “deposit and withdrawal system” at the Depository to effect exchange the exchange of the applicable Exchangeable Certificates. A notice shall become becomes irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEexchange date. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 [_____], and such fee (together with any other expenses related to such exchange (including fees charged by DepositoryDTC)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall such exchange will not be required to complete the requested exchangeeffected. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date will be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution DateCertificate. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.]

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its the Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator and the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxxxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2013-C13” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2014-C15” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxxxxx.xxxxxxxxxxxx@xxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondinglyand, therefore, the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2014-C25” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must be substantially in the form of Exhibit V-I, attached hereto, and shall contain the following information (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01 and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2014-C24” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchangeX attached hereto. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator and the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxcxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxcxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2013-C16” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchangeX attached hereto. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.08. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.08; provided, that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.08 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2014-C19” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEV attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) [The Grantor Trust shall be maintained by the Trustee, on behalf of the Trustee, in part for the benefit of the Holders of the Exchangeable Certificates. The assets of the Grantor Trust held for the benefit of the Holders of the Exchangeable Certificates shall consist of the Class EC Regular Interests, which have been placed in the Grantor Trust through the efforts of the Underwriters. The Class EC Regular Interests shall be held by the Trustee on behalf of the Trustee. At all times, the Class A-S, Class B and Class C [__] Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C [__] Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C [__] Regular Interest, respectively. At all times, the Class PEZ PST Certificates shall represent beneficial ownership interests in the Class PEZ PST Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary Statement. (c) (Following the Closing Date and subject to the conditions set forth in Section 5.12(d5.08(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C [__] Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent the same Tranche Percentage Interest in each Class PEZ EC Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ PST Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C [__] Certificates that evidence the same Tranche Percentage Interest in the Class PEZ EC Regular Interests as the Class PEZ PST Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C [__] Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 5.08 after the date when the then-current Certificate Principal Amount Balance of the Class A-S [__] Regular Interest (and and, correspondingly, the Class A-S [__] Certificates and, to the extent evidencing an interest in the Class A-S [__] Regular Interest, the Class PEZ PST Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.125.08. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator Trustee on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C [__] Certificates for Class PEZ PST Certificates, in the applicable Exchangeable Proportion), the Certificate AdministratorTrustee, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h5.08(i)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c5.08(c). (f) [Reserved] (g) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount Balance of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate AdministratorTrustee, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Private Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (gh) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator Trustee in writing or by e-mail at [_____] (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxx20[__]-[_____]” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.three

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator and the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxxxxx.xxxxxxxxxxxx@xxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator and the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxxxxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by eemail to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “MSBAM 2013-mail at “xxxxxxxxxxxxxx@xxxx.xxxC11” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary StatementStatement hereto. (cb) Following At the Closing Date and subject to request of the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Holder of Class A-S CertificatesS, the Class B Certificates and the Class C Certificates in an Exchangeable the Exchange Proportion, then those and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ PST Certificates that represent with an original Aggregate Certificate Balance equal to the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books original Aggregate Certificate Balance of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon3.10. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.123.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (ec) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c)[Reserved]. (fd) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Aggregate Certificate Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (ge) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxMSBAM 2014-C15” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.Q. (hf) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S[__], Class B [__] and Class C [__] Certificates shall represent beneficial ownership interests in the Class A-S [__] Percentage Interest, the Class B [__] Percentage Interest and the Class C [__] Percentage Interest, respectively, in the Class A-S [__] Regular Interest, Class B [__] Regular Interest and Class C [__] Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S [__] Certificates, the Class B [__] Certificates and the Class C [__] Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S [__] Certificates, Class B [__] Certificates and Class C [__] Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2013-C18” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchangeX attached hereto. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S[__], Class B [__] and Class C [__] Certificates shall represent beneficial ownership interests in the Class A-S [__] Percentage Interest, the Class B [__] Percentage Interest and the Class C [__] Percentage Interest, respectively, in the Class A-S [__] Regular Interest, Class B [__] Regular Interest and Class C [__] Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount Balance set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S [__] Certificates, the Class B [__] Certificates and the Class C [__] Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S [__] Certificates, Class B [__] Certificates and Class C [__] Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S[__], Class B [__] and Class C [__] Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount Balance of the Class A-S [__] Regular Interest (and correspondingly, the Class A-S [__] Certificates and, to the extent evidencing an interest in the Class A-S [__] Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S[__], Class B [__] and Class C [__] Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (f) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount Balance of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases. (g) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator and the Certificate Administrator by e-mail at “xxxxxxxxxxxxxx@xxxx.xxx[_______________].com” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount Balance of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EECC. (h) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.]

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.08. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.08; provided, that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.08 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFRBS 2013-C15” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEV attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFCM 2015-NXS1” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Certificates. (a) At all timesthe request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall represent beneficial ownership interests in the exchange such Exchangeable Certificates for Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in the Exchange Proportion and with an Exchangeable Proportion, then those Exchangeable original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates may exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be exchanged payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the books number of the Depository for Class PEZ Certificates exchanges authorized pursuant to this Section 5.09; provided that represent the same Tranche Percentage Interest in (i) each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered. (d) An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being exchanged (whether surrendered or received received) in such exchange shall have denominations no smaller than the minimum Denominations denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur 5.01(a) and (ii) exchanges pursuant to this Section 5.12 5.09 shall not be permitted after the date when the then-current Certificate Class Principal Amount Balance of the Class A-S Regular Interest (and correspondingly, therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and, to the extent evidencing an interest in and the Class A-S Regular Interest, the Class PEZ CertificatesS-PEX Component) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges or if any Class of Exchangeable Certificates authorized pursuant to this Section 5.12is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (e) At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c). (fb) In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Certificate Class Principal Amount Balance of the such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Class Principal Amount Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall approve make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions at to the Depository and make appropriate notations on the Global Certificate Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases. (gc) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at to cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “xxxxxxxxxxxxxx@xxxx.xxxWFCM 2015-C27” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; exchanged, the Certificateholder’s Depository DTC participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EEX attached hereto. (hd) In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee Administrator nor the Depositor shall will have any obligation to ensure the availability in the market of the applicable Certificates in the market to accomplish any exchange.