AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 28, 2016 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION...Agreement Between Note Holders • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of July 28, 2016, 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”), 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 WELLS FARGO BANK, NATIONAL ASSOCIATION (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 Initial Note A-2 Holder, the “Initial Note Holders”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-LC24 COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 2016-LC24 UNDERWRITING AGREEMENT As of September 14, 2016Underwriting Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • 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-LC24, Commercial Mortgage Pass-Through Certificates, Series 2016-LC24 (the “Certificates”), in twenty-three (23) 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”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with Wells Fargo Securities 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 beneficial ownership interest in a trust fund (the “Trust Fund”)
CO-LENDER AGREEMENT Dated as of September 16, 2016 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder)Lender Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 16, 2016, is between RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022, and, together with its successors and assigns in interest, in its capacity as the holder of Note A-1 (the “Note A-1 Holder”) and RMF, and, together with its successors and assigns in interest, in its capacity as the holder of Note A-2 (the “Note A-2 Holder”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 14, 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”).
CO-LENDER AGREEMENT Dated as of July 20, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note 1 Holder) and BANK OF AMERICA, N.A. (Initial Note 2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note 3 Holder) Shops at...Co-Lender Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 20, 2016, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-1-B-1, Note A-1-B-2, Note B-1-A, Note B-1-B-1, Note B-1-B-2, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-A, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note B-2-A, Note B-2-B-1, Note B-2-B-2, Note C-2, Note B-2-B-3, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-A, Note A-3-B-1, Note A-3-B-2, Note A-3-B-3, Note B-3-A, Note B-3-B-1, Note B-3-B-2, Note B-3-B-3, Note C-3,
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 • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • 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.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, C-III Asset Management LLC, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset...Pooling and Servicing Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of January 8, 2016 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (Note...Lender Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of January 8, 2016, by and among Wilmington Trust, National Association, as Trustee for the benefit of the holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as the holder of Note A-1-A, LADDER CAPITAL FINANCE III LLC - Series 97 - Equity inns Portfolio, a segregated series of LADDER CAPITAL FINANCE III LLC, a Delaware limited liability company (“Ladder”), as the holder of Note A-1-B, Ladder, Ladder, as the holder of Note A-2-A1, Ladder, as the holder of Note A-2-A2, Ladder, as the holder of Note A-2-B, Ladder, as the holder of Note A-3, Wilmington Trust National Association, as Trustee for the benefit of the holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as the holder of Note A-4-A, GERMAN AMERICAN CAPITAL CORPORATION ( “GACC”) together with its successors and assigns in interest, as the holder of Note A-4-B, GACC, as the holder of Not
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • September 29th, 2016 • Wells Fargo Commercial Mortgage Trust 2016-Lc24 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 14, 2016, between Ladder Capital Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Ladder Capital Finance Holdings LLLP (“LCFH”), Series REIT of Ladder Capital Finance Holdings LLLP (“LC REIT”), Series TRS of Ladder Capital Finance Holdings LLLP (“LC TRS”, and collectively with LCFH and LC REIT, the “LC Guarantors”) and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
