0001539497-16-002506 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 31, 2015 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) 10 South LaSalle Street
Agreement Between Note Holders • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of December 31, 2015, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” 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”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (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 together with the Initial Note A-1 Holder, the “Initial Note Holders”).

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WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C32 UNDERWRITING AGREEMENT As of February 3, 2016
Underwriting Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • 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-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 (the “Certificates”), in twenty (20) 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”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with Wells Fargo Securities and Barclays, 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 beneficial ownership interest in a trust fund (the “Trust Fund”) primarily

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 3, 2016, between Basis Real Estate Capital II, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Basis Investment Group LLC (“Basis Investment”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 3, 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”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 3, 2016, between National Cooperative Bank, N.A., 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”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 3, 2016, between C-III Commercial Mortgage 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”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 18th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-C32 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 3, 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”).

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