Wells Fargo Commercial Mortgage Trust 2016-C37 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 21, 2016 by and between BARCLAYS BANK PLC (Initial Note A-1 Holder) BARCLAYS BANK PLC (Initial Note A-2 Holder) and BARCLAYS BANK PLC (Initial Note A-3 Holder) QUANTUM PARK
Agreement Between Note Holders • January 27th, 2017 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of October 21, 2016, by and between BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BARCLAYS BANK PLC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”) and BARCLAYS BANK PLC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • January 27th, 2017 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 9, 2016, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

Second amended and restated SERVICING AGREEMENT
Servicing Agreement • November 3rd, 2021 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).

CO-LENDER AGREEMENT Dated as of November 8, 2016 between LADDER CAPITAL FINANCE I LLC for itself to the extent of its interest, and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance I LLC (Note A-1...
Co-Lender Agreement • December 22nd, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 8, 2016, is between LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company, for itself to the extent of its interest, and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance I LLC, a Delaware series of Ladder Capital Finance I LLC, a Delaware limited liability company (collectively, “Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, NY 10154, as the holder of Note A-1, and Ladder, as the holder of Note A-2.

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C37
Underwriting Agreement • December 22nd, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its Wells Fargo Commercial Mortgage Trust 2016-C37, Commercial Mortgage Pass-Through Certificates, Series 2016-C37 (the “Certificates”), in twenty-four (24) classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Wells Fargo Securities, LLC (“Wells Fargo Securities”), Barclays Capital Inc. (“Barclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with Wells Fargo Securities, Barclays Capital and Academy, the “Underwriters”, and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire benef

AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 26, 2016 between CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-1 Holder and Note A-3 Holder) and LADDER CAPITAL FINANCE VI TRS LLC (Note A-2 Holder, Note A-4A Holder and Note A-4B Holder)
Co-Lender Agreement • December 22nd, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 26, 2016, is between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as Note A-1 Holder and Note A-3 Holder, and LADDER CAPITAL FINANCE VI TRS LLC, a Delaware limited liability company (“Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as Note A-2 Holder, Note A-4A and Note A-4B Holder.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • January 27th, 2017 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 9, 2016, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

CO-LENDER AGREEMENT Dated as of September 29, 2016 between LADDER CAPITAL FINANCE I LLC (and affiliated entities) (Note A-1 Holder) and LADDER CAPITAL FINANCE I LLC (and affiliated entities) (Note A-2 Holder) and LADDER CAPITAL FINANCE I LLC (and...
Co-Lender Agreement • December 22nd, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 29, 2016, is between LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company, for itself to the extent of its own interest and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance I LLC, a Delaware series of Ladder Capital Finance I LLC (collectively, “Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1, Ladder, as the holder of Note A-2, Ladder, as the holder of Note A-3 and Ladder, as the holder of Note A-4.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • January 27th, 2017 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 9, 2016, between Silverpeak Real Estate Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 17, 2016
Agreement Between Noteholders • December 22nd, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • January 27th, 2017 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 9, 2016, between Barclays Bank PLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

OFFICER’S CERTIFICATE
Pooling and Servicing Agreement • March 26th, 2019 • Wells Fargo Commercial Mortgage Trust 2016-C37 • Asset-backed securities

The undersigned, Barry Davis, President of C-III Asset Management LLC (f/k/a Centerline Servicing LLC), the Special Servicer under that certain Pooling and Servicing Agreement dated as of December 1, 2016, relating to the Wells Fargo Commercial Mortgage Trust 2016-LC25, Commercial Mortgage Pass-Through Certificates, Series 2016-LC25 (the “Pooling and Servicing Agreement”), hereby certifies as follows:

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