Exhibit 4.7


 


 


EXECUTION VERSION


 





	 



 1140 Sixth


 


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 affiliated entities) 


(Note A-3 Holder)


 


and


 


LADDER CAPITAL FINANCE I LLC

(and affiliated entities) 


(Note A-4 Holder)


 


	 



 




     


     

    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	1.	Definitions; Conflicts	2
	2.	Servicing of the Mortgage Loan	13
	3.	Priority of Notes	15
	4.	Workout	15
	5.	Accounts; Payment Procedure	15
	6.	Limitation on Liability	16
	7.	Representations of the Holders	17
	8.	Independent Analyses of each Holder	17
	9.	No Creation of a Partnership or Exclusive Purchase Right	18
	10.	Not a Security	18
	11.	Other Business Activities of the Holders	18
	12.	Transfer of Notes	18
	13.	Exercise of Remedies by the Servicer	21
	14.	Rights of the Directing Holder	23
	15.	Appointment of Special Servicer	24
	16.	Rights of the Non-Directing Holders	24
	17.	Advances; Reimbursement of Advances	25
	18.	Provisions Relating to Securitization	26
	19.	Governing Law; Waiver of Jury Trial	30
	20.	Modifications	30
	21.	Successors and Assigns; Third Party Beneficiaries	31
	22.	Counterparts	31
	23.	Captions	31
	24.	Notices	31
	25.	Custody of Mortgage Loan Documents	31




 






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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.


 


W I T N E S
S E T H:


 


WHEREAS, Ladder has made a mortgage
loan in the original principal amount of $99,000,000 (the “Mortgage Loan”) to ARC NYC1140SIXTH, LLC, a Delaware
limited liability company (the “Borrower”) pursuant to a loan agreement between the Borrower, as borrower, and
Ladder, as lender, dated as of June 15, 2016 (the “Loan Agreement”);


 


WHEREAS, the Mortgage Loan is evidenced
by four notes, Promissory Note A-1 in the original principal amount of $30,000,000, Promissory Note A-2 in the original principal
amount of $24,000,000, Promissory Note A-3 in the original principal amount of $25,000,000 and Promissory Note A-4 in the original
principal amount of 20,000,000 (“Note A-1”, “Note A-2”, “Note A-3” and
“Note A-4” respectively, and individually, each, a “Note” and collectively the “Notes”);


 


WHEREAS, the Mortgage Loan is secured
by a first mortgage lien (the “Mortgage”) on the property known as 1140 Sixth Avenue (the “Mortgaged
Property”);


 


WHEREAS, Ladder intends to sell, transfer
and assign its right, title and interest in and to Note A-3 and Note A-4 to Wells Fargo Commercial Mortgage Securities, Inc. (“WFCMS”),
as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of September 14, 2016, by and between WFCMS, as purchaser,
and Ladder as seller, and WFCMS intends to transfer its right, title and interest in and to Note A-3 and Note A-4 to Wilmington
Trust, National Association, as trustee for the WFCM 2016-LC24 Mortgage Trust under a pooling and servicing agreement, dated as
of September 1, 2016 (the “LC24 PSA”), between WFCMS, as depositor, Wells Fargo Bank, National Association,
as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National
Cooperative Bank, N.A., as NCB master servicer and NCB special servicer, Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator and custodian and Trimont Real Estate Advisors, LLC, as operating
advisor and asset representations reviewer (such sales, transfers and assignments, the “LC24 Securitization”);


 


WHEREAS, Note A-1 Holder intends, but
is not bound, to sell transfer and assign all or a portion of its right, title and interest in and to Note A-1 to one or more depositors
who will in turn transfer the same to one or more trusts as part of the securitization of one or more mortgage loans;


 






     


     

    

 


WHEREAS, Note A-2 Holder intends, but
is not bound, to sell transfer and assign all or a portion of its right, title and interest in and to Note A-2 to one or more depositors
who will in turn transfer the same to one or more trusts as part of the securitization of one or more mortgage loans;


 


WHEREAS, the parties hereto desire
to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note A-1,
Note A-2, Note A-3 and Note A-4, respectively;


 


NOW, THEREFORE, in consideration of
the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto mutually agree as follows:


 


1.          Definitions; Conflicts. References
to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this
Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Servicing Agreement.
To the extent of any inconsistency between terms defined in this Agreement and the Servicing Agreement, the terms of this Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise.


 


“Acceptable Insurance Default”
shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance” shall
mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA, the Note A-2 PSA or the LC24 PSA.


 


“Affiliate” shall
mean, with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with
such specified Person (each, a “Common Control Party”), (b) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to individuals or otherwise,
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agreement” shall
mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


“Borrower” shall
have the meaning assigned to such term in the recitals.


 


“Business Day” shall
have the meaning assigned to such term in the Servicing Agreement.


 






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“CLO Asset Manager”
shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible for managing or administering
the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening Trust Vehicle (including,
without limitation, the right to exercise any consent and control rights available to the Directing Holder).


 


“Certificates” shall
mean any securities issued in connection with the Note A-1 Securitization, the Note A-2 Securitization or the LC24 Securitization.


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended.


 


“Collection Account”
shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement for the purpose
of servicing the Mortgage Loan.


 


“Consultation Termination
Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Control” shall
mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests
of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of an entity, whether through the ability to exercise voting power, by contract or otherwise. The terms “controlled by,”
“controlling” and “under common control with” shall have the respective correlative meaning thereto.


 


“DBRS” shall mean
DBRS, Inc. and its successors in interest.


 


“Defaulted Mortgage Loan”
shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect of its Monthly Payments
or more than 60 days in respect of its balloon payment, in either case to be determined without giving effect to any grace
period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan Documents.


 


“Depositor” shall
mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA, (iii) with respect to the LC24 Securitization, WFCMS.


 


“Directing Holder”
shall mean the Note A-1 Holder or, if Note A-1 is included in a Securitization, the holders of Certificates representing the specified
interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of
the holders of such Certificates or such other party that the Note A-1 Holder grants the right to exercise the rights granted to
the Directing Holder in this Agreement; provided, that no Borrower, property manager or affiliate thereof shall be entitled
to act as Directing Holder.


 


“Event of Default”
shall mean an “Event of Default” as defined in the Loan Agreement.


 






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“Excluded Amounts”
shall mean:


 


(i)          proceeds, awards
or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance with
the terms of the Mortgage Loan Documents;


 


(ii)         amounts required
to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)        amounts that are
then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without limitation,
Servicing Fees, Special Servicing Fees, Liquidation Fees, Workout Fees, as applicable, reimbursement of costs and expenses, reimbursement
of Property Advances and interest thereon at the Reimbursement Rate;


 


but shall not include (A) any amounts received in
respect of any P&I Advances (and interest thereon), (B) any Servicing Fees due to the Master Servicer in excess of the
Servicing Fee calculated at the “primary servicing fee rate” set forth in the Servicing Agreement and (C) any
trustee fees.


 


“Fitch” shall mean
Fitch Ratings, Inc. and its successors in interest.


 


“Holder” shall mean
the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and/or the Note A-4 Holder, as the context indicates.


 


“Indemnified Parties”
shall mean each of the Lead Securitization depositor, the Lead Servicer, the Lead Securitization special servicer, the Lead Securitization
certificate administrator, the Lead Securitization operating advisor and the Lead Trustee (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Servicing Agreement
in respect of other mortgage loans).


 


“Intervening Trust Vehicle”
shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which holds Note A-1, Note A-2,
Note A-3 or Note A-4 as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle
as collateral for the CLO.


 


“KBRA” shall mean
Kroll Bond Rating Agency, Inc. and its successors in interest.


 


“Ladder” shall mean
Ladder Capital Finance I LLC.


 


“LC24 PSA” shall
have the meaning assigned such term in the recitals.


 


“LC24 Securitization”
shall have the meaning assigned such term in the recitals.


 


“LC24 Securitization Date”
shall mean the closing date of the LC24 Securitization.


 






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“LC24 Trustee” shall
mean the trustee under the LC24 PSA.


 


“Lead Note” shall
mean (a) prior to the Note A-1 Securitization Date, Note A-3 and (b) from and after the Note A-1 Securitization Date, Note A-1.


 


“Lead Note Holder”
shall mean the Holder of the Lead Note.


 


“Lead Securitization”
shall mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the
LC24 Securitization and (b) from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization PSA”
shall mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the
LC24 PSA and (b) from and after the Note A-1 Securitization Date, the Note A-1 PSA.


 


“Lead Securitization Trust”
shall mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the
trust established under the LC24 PSA in connection with the LC24 Securitization and (b) from and after the Note A-1 Securitization
Date, the trust established under the Note A-1 PSA.


 


“Lead Servicer”
shall mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the
servicer designated under the LC24 PSA and (b) from and after the Note A-1 Securitization Date, the servicer designated under the
Note A-1 PSA.


 


“Lead Trustee” shall
mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the LC24
Trustee and (b) from and after the Note A-1 Securitization Date, the Note A-1 Trustee.


 


“Liquidation Fee”
shall have the meaning assigned to such term in the Servicing Agreement, provided that under no circumstances shall the
Liquidation Fee be calculated at a percentage of more than 1.0%.


 


“Liquidation Proceeds”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Loan Agreement”
shall have the meaning assigned to such term in the recitals.


 


“Major Action” shall
have the meaning assigned to the term “Material Action,” “Major Action,” “Major Decision” or
any equivalent term in the Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master Servicer Remittance
Date” shall mean:


 


(a)          during the period
after the LC24 Securitization date but prior to the Note A-1 Securitization Date:


 






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(i)          with respect to
Note A-1, one Business Day after receipt of properly identified funds;


 


(ii)         with respect to
Note A-2, one Business Day after receipt of properly identified funds; and


 


(iii)        with respect to
Note A-3 and Note A-4, the “Master Servicer Remittance Date” (or analogous term) as defined in the LC24 PSA; and


 


(b)          after the Note A-1
Securitization Date:


 


(i)          with respect to
Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement;


 


(ii)         with respect to
Note A-2, one Business Day after the “Determination Date” (or analogous term) as defined in the Note A-2 PSA (as long
as such date is at least one Business Day after receipt of the Monthly Payment and no sooner than the sixth calendar day of the
month); and


 


(iii)        with respect to
Note A-3 and Note A-4, one Business Day after the “Determination Date” (or analogous term) as defined in the LC24 PSA
(as long as such date is at least one Business Day after receipt of the Monthly Payment and no sooner than the sixth calendar day
of the month).


 


“Maturity Date”
shall have the meaning assigned to such term in Exhibit A.


 


“Monthly Payment”
with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period in accordance with
the Mortgage Loan Documents.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors in interest.


 


“Morningstar” shall
mean Morningstar Credit Ratings, LLC and its successors in interest.


 


“Mortgage” shall
have the meaning assigned to such term in the recitals.


 


“Mortgage Interest Rate”
shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of Note A-1, Note A-2, Note
A-3 and Note A-4.


 


“Mortgage Loan”
shall have the meaning assigned such term in the recitals.


 


“Mortgage Loan Documents”
shall mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing the Mortgage Loan.


 


“Mortgage Loan Principal Balance”
shall mean, at any date of determination, the aggregate principal balance of the Notes evidencing the Mortgage Loan.


 






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“Mortgage Loan Schedule”
shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information regarding
the Mortgage Loan and the Notes.


 


“Mortgaged Property”
shall have the meaning assigned such term in the recitals.


 


“Non-Directing Holders”
shall mean the holders of Note A-2, Note A-3 or Note A-4 or, if Note A-2, Note A-3 or Note A-4 is included in a Securitization,
the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling
class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under
the Note A-2 PSA or the LC24 to exercise the rights granted to the Non-Directing Holders in this Agreement.


 


“Non-Lead Master Servicer”
shall mean (i) with respect to Note A-2 and the Note A-2 PSA, the master servicer designated under the Note A-2 PSA, and (ii) with
respect to Note A-3 and Note A-4, from and after the Note A-1 Securitization Date, the master servicer designated under the LC24
PSA.


 


“Non-Lead Note”
shall mean each Note other than the Lead Note.


 


“Non-Lead Note Holders”
shall mean the holders of the Non-Lead Note.


 


“Non-Lead Servicing Agreement”
shall mean the Note A-2 PSA and from and after the Note A-1 Securitization Date, the LC24 PSA.


 


“Nonrecoverable Advance”
shall have the meaning ascribed to such term in the Servicing Agreement.


 


“Note A-1” shall
have the meaning assigned such term in the recitals.


 


“Note A-1 Holder”
shall mean Ladder or any subsequent holder of Note A-1.


 


“Note A-1 Master Servicer”
shall mean the master servicer under the Note A-1 PSA.


 


“Note A-1 Principal Balance”
shall mean at any time of determination, the initial Note A-1 Principal Balance as set forth in the Mortgage Loan Schedule less
any payments of principal thereon received by the Note A-1 Holder and any reductions in such amount pursuant to Section 4.


 


“Note A-1 PSA” shall
have the meaning assigned such term in the recitals.


 


“Note A-1 Securitization”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


“Note A-1 Securitization Date”
shall mean the closing date of the Note A-1 Securitization.


 






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“Note A-1 Trustee”
shall mean the trustee under the Note A-1 PSA.


 


“Note A-2” shall
have the meaning assigned such term in the recitals.


 


“Note A-2 Holder”
shall mean Ladder or any subsequent holder of Note A-2.


 


“Note A-2 Master Servicer”
shall mean the master servicer under the Note A-2 PSA.


 


“Note A-2 PSA” shall
mean the “pooling and servicing agreement” entered into in connection with the Note A-2 Securitization.


 


“Note A-2 Principal Balance”
shall mean, at any time of determination, the initial Note A-2 Principal Balance as set forth in the Mortgage Loan Schedule less
any payments of principal thereon received by the Note A-2 Holder and any reductions in such amount pursuant to Section 4.


 


“Note A-2 Securitization”
shall mean the first sale by the Note A-2 Holder of all or any portion of Note A-2 to a depositor who will in turn include
all or such portion (as applicable) of Note A-2 as part of the securitization of one or more mortgage loans.


 


“Note A-2 Securitization Date”
shall mean the closing date of the Note A-2 Securitization.


 


“Note A-2 Trustee”
shall mean the trustee under the Note A-2 PSA.


 


“Note A-3” shall
have the meaning assigned such term in the recitals.


 


“Note A-3 Holder”
shall mean Ladder or any subsequent holder of Note A-3.


 


“Note A-3 Principal Balance”
shall mean, at any time of determination, the initial Note A-3 Principal Balance as set forth in the Mortgage Loan Schedule less
any payments of principal thereon received by the Note A-3 Holder and any reductions in such amount pursuant to Section 4.


 


“Note A-4” shall
have the meaning assigned such term in the recitals.


 


“Note A-4 Holder”
shall mean Ladder or any subsequent holder of Note A-4.


 


“Note A-4 Principal Balance”
shall mean, at any time of determination, the initial Note A-2 Principal Balance as set forth in the Mortgage Loan Schedule less
any payments of principal thereon received by the Note A-2 Holder and any reductions in such amount pursuant to Section 4.


 


“Notes” shall have
the meaning assigned such term in the recitals.


 


“P&I Advance”
shall mean an advance made by a party to the Note A-1 PSA, the Note A-2 PSA or the LC24 PSA, as applicable, with respect to a delinquent
monthly debt service payment on the Notes included in the related Securitization.


 






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“Penalty Charges”
shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees and/or default interest,
but excluding any yield maintenance charge or prepayment premium.


 


“Permitted Fund Manager”
shall mean any Person (a) listed on Exhibit C attached hereto or (b) that on the date of determination is (i) a
Qualified Transferee or any other nationally-recognized manager of investment funds investing in debt or equity interests relating
to commercial real estate, (ii) investing through one or more funds with committed capital of at least $250,000,000 and (iii) not
subject to a proceeding, whether voluntary or involuntary, relating to the bankruptcy, insolvency, reorganization or relief of
debtors.


 


“Person” shall mean
any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Property Advance”
shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve and enforce the
security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged Property.


 


“Pro Rata and Pari Passu Basis”
shall mean with respect to the Notes and each Holder, the allocation of any particular payment, collection, cost, expense, liability
or other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder
over another Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated
its respective pro rata share based on the principal balance of its Note in relation to the principal balance of the entire Mortgage
Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“Qualified Servicer”
shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank, National Association,
(iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1) rated
at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer,
by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage
Special Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such servicer
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by Moody’s or KBRA, as
applicable, and serviced by such servicer prior to the time of determination, (4) a servicer that (i) during the 12-month period
prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan
securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or
ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer, as applicable,
as the sole or material factor in such rating action and (5) in the case of DBRS, that within the twelve (12) month period prior
to the date of determination such servicer was acting as servicer or special servicer, as applicable, in a commercial mortgage
loan securitization that was rated by DBRS and DBRS has not downgraded or withdrawn the then-current rating on any class


 






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of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such servicer as
servicer or special servicer, as applicable, of such commercial mortgage securities as a material reason for such downgrade or
withdrawal. For purposes of this definition, for so long as any Note is included in a Securitization, the ratings or actions of
any Rating Agency that is not rating any such Securitization(s) shall not be considered.


 


“Qualified Transferee”
shall mean an Affiliate of Ladder or one or more of the following (other than a Borrower or any entity which is an Affiliate of
a Borrower):


 


(i)          an insurance company,
bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan, pension fund,
pension fund advisory firm, mutual fund, real estate investment trust or governmental entity or plan; or


 


(ii)         an investment company,
money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act
of 1933, as amended, which regularly engages in the business of making or owning investments of types similar to the Mortgage Loan;
or


 


(iii)        an institution
substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 


(iv)        any entity Controlled
by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above; or


 


(v)         a Qualified Trustee
(or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest in a Note to a
Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan obligations (“CLO”)
secured by, or (C) a financing through an “owner trust” of, any interest in a Note (any of the foregoing, a “Securitization
Vehicle”), provided that either (1) one or more classes of securities issued by such Securitization Vehicle
is initially rated at least investment grade by at least two of the Rating Agencies that also assigned a rating to one or more
classes of securities issued in connection with the Securitization of a Note; (2) the special servicer for the Securitization Vehicle
is a Qualified Servicer at the time of transfer; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified
Transferee, is a Qualified Transferee under clause (i), (ii), (iii) or (iv) of this definition; or


 


(vi)        an investment fund,
limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts as the general partner,
managing member, or the fund manager responsible for the day to day management and operation of such investment vehicle, provided
that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned,


 






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directly or indirectly, by
one or more entities that are otherwise Qualified Transferees,


 


which, in the case of each of clauses (i), (ii),
and (iii) of this definition, has (A) at least $400,000,000 in total assets (in name or under management) and (except with respect
to a pension advisory firm or similar fiduciary) at least $150,000,000 in capital/statutory surplus or shareholders’ equity,
and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans similar to the
Mortgage Loan.


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is then rated in one of the top two rating categories of each of the Rating Agencies.


 


“Rating Agencies”
shall mean DBRS, Moody’s, Fitch, KBRA, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, unless specified otherwise, at any time during which any Note is an
asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection with such Securitization.


 


“Rating Agency Confirmation”
shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of the event with respect
to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the applicable
rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that no Certificates
are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent of the Note A-1
Holder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


For the purposes of this Agreement,
if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing Agreement, the Note A-1
PSA, the Note A-2 PSA and the LC24 PSA, as applicable, have been satisfied, then for such request only, the condition that such
confirmation by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For purposes
of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder
shall not be deemed a waiver, declination or refusal


 






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to review or otherwise engage in any subsequent request for such Rating Agency
Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request
shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


“Reimbursement Rate”
shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the Servicing Agreement.


 


“REO Property” shall
mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other Person designated by) the
Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


“S&P” shall
mean S&P Global Ratings, a division of S&P Global, and its successors in interest.


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization and/or the LC24 Securitization, as applicable.


 


“Servicer” shall
mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing
Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 


“Servicing Agreement”
shall mean (a) during the period from and after the LC24 Securitization Date and prior to the Note A-1 Securitization Date, the
LC24 PSA and (b) after the Note A-1 Securitization Date, the Note A-1 PSA. In the event the Lead Note is no longer in a Securitization,
the term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into pursuant to Section
2.


 


“Servicing Fee”
shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally be calculated
as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as of the date of
determination.


 


“Servicing Fee Rate”
shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when applied to the Mortgage
Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine the servicing fee payable
to the Master Servicer under the Servicing Agreement; provided that under no circumstances shall the Servicing Fee Rate
exceed 0.0025% per annum.


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing Transfer Event”
shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan is required to be
transferred to the Special Servicer from the Master Servicer.


 






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“Special Servicer”
shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the Servicing Agreement,
or any successor special servicer appointed as provided thereunder or hereunder.


 


“Special Servicing Fee”
shall have the meaning given to such term or an analogous term in the Servicing Agreement; provided that under no circumstances
shall the Special Servicing Fee exceed 25 basis points per annum of the Mortgage Loan.


 


“Specially Serviced Mortgage
Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following a Servicing Transfer
Event.


 


“Transfer” shall
mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation
interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trustee” shall
mean the trustee under Note A-1 PSA, the Note A-2 PSA or the LC24 PSA, as the context requires.


 


“Workout Fee” shall
have the meaning given to such term in the Servicing Agreement, provided that under no circumstances shall the Workout Fee
be calculated at a percentage of more than 1.0%.


 


2.          Servicing of the Mortgage Loan.
(a)  Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage
Loan shall be serviced as follows:


 


(i)          from and after the LC24 Securitization
Date, but prior to the Note A-1 Securitization Date, by the LC24 Master Servicer and the Special Servicer pursuant to the terms
of this Agreement and the LC24 PSA; and


 


(ii)         from and after the Note A-1
Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note
A-1 PSA.


 


Each holder agrees to reasonably cooperate
with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.


 


(b)         The Note A-1 PSA, the Note A-2
PSA and the LC24 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar
to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund,
the Note A-2 Trust Fund and the LC24 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested
by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note LC24 Securitization. In addition,
the Note A-1 PSA, the Note A-2 PSA and the LC24 PSA shall have such additional provisions as are set forth in Section 18. The parties
hereto acknowledge that the pooling and servicing agreement entered into in connection with the WFCM 2016-LC24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates is considered to be customary for securitization transactions involving assets similar to the
Mortgage Loan. The Note A-1 Holder shall have the right to designate the


 






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Master Servicer and Special Servicer under the Note A-1
PSA as long as each such party is a Qualified Servicer, the Note A-2 Holder shall have the right to designate the Master Servicer
under the Note A-2 PSA as long as each such party is a Qualified Servicer, the Note A-3 Holder shall have the right to designate
the Master Servicer and Special Servicer under the LC24 PSA as long as each such party is a Qualified Servicer and the Note A-4
Holder shall have the right to designate the Master Servicer and Special Servicer under the LC24 PSA as long as each such party
is a Qualified Servicer.


 


(c)          Subject to the terms and conditions
of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the
Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and
agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect
to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the
rights of the Holders as set forth herein and in such Servicing Agreement).


 


(d)          If, at any time the Lead Note
is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement
that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to a Rating
Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references
herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however,
that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note
A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until
a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer
appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement
that was previously in effect.


 


(e)          Notwithstanding anything to
the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that
the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth
in such Servicing Agreement, and any Holder who is not a Borrower or an Affiliate of a Borrower shall be deemed a third-party beneficiary
of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer
for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and
shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise.


 


(f)          The Holders acknowledge that
the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage
Loan.


 






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(g)          If any Note is included as an
asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of
the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered
such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the
Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or
lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share
of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the
Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within
the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3)
months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions
of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration
of the Mortgage Loan.


 


(h)          In the event that one of the
Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment
of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement
or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable
to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.            Priority of Notes. Note A-1,
Note A-2, Note A-3 and Note A-4 shall be of equal priority, and no portion of any of Note A-1, Note A-2, Note A-3 or Note A-4 shall
have priority or preference over any portion of the other Note or security therefor. Except for the Excluded Amounts, all amounts
tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments,
a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security
on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation
proceedings or similar exercise of the power of eminent domain shall be distributed by the Master Servicer and applied to Note
A-1, Note A-2, Note A-3 and Note A-4 on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement may provide
for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the
Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to
pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred
with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing
compensation, except that, for so long as Note A-1 is not included in a Securitization, any Penalty Charges allocated to Note A-1
that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective


 






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Holder and shall not be paid to the
Master Servicer and/or the Special Servicer without the express consent of such Holder.


 


4.          Workout. Notwithstanding anything
to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and Section 13
of this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Note Holder, or any Servicer,
in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage
Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments of interest or principal
on Note A-1, Note A-2, Note A-3 or Note A-4 are waived, reduced or deferred or (iv) any other adjustment is made to any of
the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents
shall be structured to preserve, the equal priorities of Note A-1, Note A-2, Note A-3 and Note A-4 as described in Section 3.


 


5.          Accounts; Payment Procedure.
The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection
Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder hereby directs
the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, (i) to deposit into the applicable
Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage
Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance
Date all payments received with respect to and allocable to Note A-1, Note A-2, Note A-3 and Note A-4 by wire transfer to accounts
maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, respectively; provided
that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by
the Master Servicer to such accounts within the time period specified in the Servicing Agreement.


 


If any Servicer holding or having distributed
any amount received or collected in respect of Note A-1, Note A-2, Note A-3 or Note A-4 determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of Note A-1, Note A-2, Note A-3 or Note A-4 must, pursuant
to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, or any Servicer or paid to any other Person, then,
notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2
Holder, the Note A-3 Holder or the Note A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion
thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note
A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay
to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder or any Servicer or such other
person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder
agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of
its distributable share thereof, it will promptly remit such excess


 






     -16-


     

    

 


to the Master Servicer. The Master Servicer shall have the
right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder,
as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the
Note A-3 Holder or the Note A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder under this Section 5 are separate and
distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other
Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder under this Section 5
constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these
provisions.


 


6.          Limitation on Liability. Subject
to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special Servicer on its behalf) shall
have any liability to any other Holder with respect to any Note, except (1) with respect to the Advance reimbursement provisions
set forth in Section 17 and (2) with respect to losses actually suffered due to the gross negligence, willful
misconduct or material breach of this Agreement on the part of such Holder (including the Master Servicer or the Special Servicer
on its behalf, except that the Master Servicer’s or Special Servicer’s liability may be further limited or expanded
as set forth in the Servicing Agreement).


 


7.          Representations of the Holders.
(a)  Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of
the date hereof:


 


(i)          It is duly organized,
validly existing and in good standing under the laws of the State under which it is organized.


 


(ii)          The execution
and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder,
will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party
or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the
transactions contemplated by this Agreement.


 


(iii)         Such Holder
has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(iv)         This Agreement
is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity


 






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or at law), and except that the enforcement of rights with respect to indemnification and contribution
obligations may be limited by applicable law.


 


(v)          It has the right
to enter into this Agreement without the consent of any third party.


 


(vi)         It is the holder
of the respective Note for its own account in the ordinary course of its business.


 


(vii)        It has not dealt
with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection
with the consummation of any of the transactions contemplated hereby.


 


(viii)       It is a Qualified
Transferee.


 


8.            Independent Analyses of each Holder.
Each Holder acknowledges that, except for the representations made in Section 7, it has, independently and without
reliance upon any other Holders and based on such documents and information as such Holder has deemed appropriate, made its own
credit analysis and decision to purchase its respective Note. Each Holder hereby acknowledges that the other Holders shall have
no responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability or legal effect
of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished in connection
with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created
by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower. Each Holder assumes all risk of loss in connection
with its respective Note for reasons other than gross negligence, willful misconduct or breach of this Agreement by any other Holder
or negligence, willful misconduct or bad faith by any Servicer.


 


9.            No Creation of a Partnership or
Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto, shall be deemed to constitute
among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf) and any other Holder a partnership, association,
joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer or Trustee on its behalf) shall have no obligation
whatsoever to offer to the other Holders the opportunity to purchase notes or interests relating to any future loans originated
by such Holder or any of its Affiliates, and if any Holder chooses to offer to any of the other Holders, the opportunity to purchase
notes or interests in any future mortgage loans originated by such Holder or its Affiliates, such offer shall be at such purchase
price and interest rate as such Holder chooses, in its sole and absolute discretion. None of the Holders shall have any obligation
whatsoever to purchase from any other Holder any notes or interests in any future loans originated by any other Holder or any of
its Affiliates.


 


10.          Not a Security. None of Note
A-1, Note A-2, Note A-3 or Note A-4 shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 






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11.          Other Business Activities of the
Holders. Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage
in any kind of business with, any Affiliate of a Borrower, and receive payments on such other loans or extensions of credit to
any Affiliate of a Borrower and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing
violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not
in effect.


 


12.          Transfer of Notes. (a)  Each
Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is
a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of
its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such
Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes
under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect
to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for
all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in
writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement
and the Servicing Agreement. Other than in connection with the Securitization of any Note, such proposed transferee shall also
remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing,
without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged
by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion
of its Note to a Borrower or an Affiliate of a Borrower and any such Transfer shall be absolutely null and void and shall vest
no rights in the purported transferee.


 


(b)          Except for a Transfer made in
connection with a Securitization, or a Transfer made by an initial Holder to an Affiliate, at least five (5) days prior to a transfer
of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating
Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification to
include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee
that it is a Qualified Transferee.


 


(c)          The Holders acknowledge that
any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such
Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating Agency Confirmation.


 


(d)          Notwithstanding anything to
the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity (other
than a Borrower or any Affiliate of a Borrower) that has extended a credit facility to such Holder or has entered into a repurchase
agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term
unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”),
or to a Person with respect to which a Rating Agency


 






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Confirmation has been obtained, on terms and conditions set forth in this
Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that
controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this Section 12
are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a Rating Agency Confirmation.
Upon written notice, if any, by the pledging Holder to the other Holders and the Servicer that a Pledge has been effected (including
the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter
agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under
this Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously with the giving
of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default
by the pledging Holder in respect of its obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated
to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing
Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the
terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall
not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to
respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor;
(iv) that the other Holders shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging
Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or
Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that
any such certificate(s) shall be in a form reasonably satisfactory to the other Holders; and (vi) that, upon written notice
(a “Redirection Notice”) to the Servicer by such Note Pledgee that the pledging Holder is in default beyond
any applicable cure periods with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable
credit agreement or other agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note
Pledgee, Note Pledgee shall be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging
Holder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and
absolutely releases the other Holders and any Servicer from any liability to the pledging Holder on account of any Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or other Holders in good faith to have been
delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement,
repurchase agreement or similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, the
other Holders and the Servicer shall recognize such Note Pledgee (and any transferee (other than a Borrower or any Affiliate of
a Borrower) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights, remedies
and obligations under this Agreement, and any such Note Pledgee or Qualified


 






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Transferee shall assume in writing the obligations
of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note
Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d)
shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and
any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.          Exercise of Remedies by the Servicer.
(a)  Subject to the terms of this Agreement and the Servicing Agreement and subject to the rights and consents, where
required, of the Directing Holder, the Servicer shall have the sole and exclusive authority with respect to the administration
of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole and exclusive
authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure
to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan
in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect
to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to
the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make Property
Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that it shall have
no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that such Holder has
to (A) call or cause the Servicer to call an Event of Default under the Mortgage Loan, or (B) exercise any remedies with
respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note Holder or such Servicer
to file any bankruptcy petition against any Borrower. Each Holder shall, from time to time, execute such documents as any Servicer
shall reasonably require to evidence such assignment with respect to the rights described in clause (iii) of the first sentence
in this Section 13(a).


 


(b)          The Lead Servicer and the related
Trustee shall not have any fiduciary duty to the Non-Lead Note Holders in connection with the administration of the Mortgage Loan
(but the foregoing shall not relieve the Lead Servicer and the related Trustee from their respective obligation under the Servicing
Agreement to make any disbursement of funds as set forth herein).


 


(c)          The Holders hereby acknowledge
that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions set forth in the next sentence,
upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines to sell the Defaulted Mortgage Loan
(or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single whole loan (i.e., both the Lead
Note and Non-Lead Note). Any such sale of the entire Defaulted Mortgage Loan is subject to the satisfaction of the following:


 


(i)          Each Non-Lead
Note Holder has provided written consent to such sale; or


 






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(ii)         The Special Servicer
has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)          at least 15 Business
Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)          at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale;


 


(3)          at least 10 days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File requested by a Non-Lead Note Holder; and


 


(4)          until the sale is
completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Holder) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 


Any Non-Lead Note Holder may waive
any delivery or timing requirements set forth above only for itself. Subject to the foregoing, each of the Lead Note Holder, the
Directing Holder, the Non-Lead Note Holders and the Non-Directing Holders shall be permitted to submit an offer at any sale of
the Defaulted Mortgage Loan (unless such Person is a Borrower or an agent or Affiliate of a Borrower).


 


The Non-Lead Note Holders hereby
appoint the Lead Note Holder as their agent, and grant to the Lead Note Holder an irrevocable power of attorney coupled with an
interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of the Non-Lead Notes.
Each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead Note Holder shall execute
and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments as the Lead Note Holder may
reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following such request,
and shall deliver the related original Non-Lead Note, endorsed in blank, to or at the direction of the Lead Note Holder in connection
with the consummation of any such sale.


 


(d)          Notwithstanding anything to
the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section 13
shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall
the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action, as the
case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with
the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC


 






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provisions of the Code or
any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 


14.          Rights of the Directing Holder.
(a) The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing Holder hereunder and the
rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,” “Controlling
Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect to the Mortgage Loan.
In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related
to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer
shall not be permitted to take any Major Action unless it has obtained the prior written consent of the Special Servicer and (ii) the
Special Servicer shall not be permitted to consent to the Master Servicer’s taking any Major Action nor will the Special
Servicer itself be permitted to take any Major Action as to which the Directing Holder has objected in writing within ten (10)
Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt of the written recommendation and analysis
and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment of the Directing
Holder in order to make a judgment with respect to such Major Action. The Directing Holder may also direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable.


 


(b)          If the Directing Holder fails
to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten (10) Business Days (or 30
days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the applicable Servicer of written
notice of a proposed Major Action together with any information requested by the Directing Holder as may be necessary in the reasonable
judgment of the Directing Holder in order to make a judgment, then upon the expiration of such ten (10) Business Day (or 30 days
with respect to an Acceptable Insurance Default) period, such Major Action shall be deemed to have been approved by the Directing
Holder.


 


(c)          In the event that the Special
Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Servicing Agreement to take such action),
as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of
the Directing Holder is necessary to protect the interests of the Holders (as a collective whole) and the Special Servicer has
made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer, as the case may be, may
take any such action without waiting for the Directing Holder’s response.


 


(d)          No objection, direction or advice
contemplated by this Agreement may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any
provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this Agreement, the REMIC provisions of the
Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or expose the
Master Servicer or the Special Servicer to liability, or materially expand the scope of the Master Servicer’s or the Special
Servicer’s responsibilities under the Servicing Agreement.


 






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(e)          The Directing Holder shall have
no liability to the other Holders or any other Person for any action taken, or for refraining from the taking of any action or
the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in
judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The
Holders agree that the Directing Holder may take or refrain from taking actions, or give or refrain from giving consents, that
favor the interests of one Holder over the other Holder, and that the Directing Holder may have special relationships and interests
that conflict with the interests of another Holder and, absent willful misfeasance, bad faith or gross negligence on the part of
the Directing Holder agree to take no action against the Directing Holder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or interests, and that the Directing Holder will not be deemed to have been
grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Holder.


 


15.          Appointment of Special Servicer.
Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with
or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer
as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer
by delivering to the other Holders and the parties to the Note A-1 PSA, the Note A-2 PSA and the LC24 PSA a written notice stating
such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any.


 


16.          Rights of the Non-Directing Holders.
(a) The Lead Securitization PSA shall provide that the Servicer shall be required:


 


(i)          to provide copies
of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement
with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder actually has lost
any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified
with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to
receive such information as a result of a Consultation Termination Event), provided, however, that if Note A-2 has
been included in a Securitization transaction, then for any information for which the Special Servicer would be required to provide
to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization
transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and


 


(ii)         to consult with
each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing
Holder


 






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requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in
an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder;
provided that after the expiration of a period of ten (10) Business Days from the delivery to each Non-Directing Holder
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing
Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be begin anew from the date
of such proposal and delivery of all information relating thereto).


 


(b)         Notwithstanding the foregoing
non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Action or any action set forth in
the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that
immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)         In addition to the foregoing
non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer
or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer,
as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)         In no event shall the Servicer
be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.


 


(e)         Any Non-Directing Holder that
is a Borrower or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.


 


17.          Advances; Reimbursement of Advances.
(a)  From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related Trustee
may be obligated to make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged Property and (2) P&I
Advances with respect to the Lead Note and (ii) pursuant to the terms of a Non-Lead Servicing Agreement, the related Non-Lead
Master Servicer and/or the related Trustee may be obligated to make P&I Advances with respect to a Non-Lead Note. The Lead
Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note and the
related Non-Lead Master Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any
Lead Note, any other Non-Lead Note or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer and any Trustee will
be entitled to interest on any Advance made in the manner and from the sources provided in the Note A-1 PSA, the Note A-2 PSA or
the LC24 PSA, as applicable.


 


(b)          The Lead Servicer and the related
Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from the Collection Account established
with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable Advance,


 






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if such funds on deposit
in the Collection Account are insufficient, from general collections of the Lead Securitization as provided in the Servicing Agreement.


 


(c)          To the extent amounts on deposit
in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead Servicer for any Property Advance
and/or interest thereon and the Lead Servicer or the related Trustee, as applicable, obtains funds from general collections of
the Lead Securitization as a reimbursement for a Property Advance or interest thereon, each Non-Lead Note Holder (including any
Securitization into which any Non-Lead Note is deposited) shall be required to, promptly following notice from the Lead Servicer,
pay to the Lead Securitization for its pro rata share of such Property Advance and/or interest thereon at the Reimbursement
Rate. In addition, each Non-Lead Note Holder (including any Securitization into which any Non-Lead Note is deposited) shall promptly
reimburse the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s pro rata share of any fees, costs
or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Lead Securitization
or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing Agreement (to the extent amounts
on deposit in the Collection Account with respect to the Mortgage Loan are insufficient for reimbursement of such amounts).


 


(d)          The parties to each of the Note
A-1 PSA, the Note A-2 PSA and the LC24 PSA shall each be entitled to make their own recoverability determination with respect to
a P&I Advance based on the information that they have on hand and in accordance with the Note A-1 PSA, the Note A-2 PSA or
the LC24 PSA, as applicable.


 


(e)          If the Lead Servicer or the
related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms of the Servicing Agreement,
the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead Note share from the Non-Lead Note
Holders.


 


18.          Provisions Relating to Securitization.


 


(a) New Notes. For so long as Ladder
or an Affiliate of Ladder (an “Initial Note Holder”) is the owner of any Notes, such Initial Note Holder shall
have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes
(“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note
or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended
Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior
to such amendments, (ii) all New Notes continue to have the same interest rate as Amended Note of which it was a part prior to
such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated
or component notes shall be automatically subject to the terms of this Agreement, (iv) the Initial Note Holder holding the New
Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties
under each applicable PSA, in writing of such modified allocations and principal amounts, and (v) the execution of such


 






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amendments
and New Notes shall not violate the Servicing Standard. In connection with the foregoing, (1) the Master Servicer is hereby authorized
to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement)
on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of
a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as
the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms
may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if the Lead Note is severed into “component”
notes, another note (or one of the New Notes) held by Ladder or an affiliate of Ladder may be designated as the Lead Note. Rating
Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section
18(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse
the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.


 


(b)         The Non-Lead Servicing Agreement
shall provide that:


 


(i)          the applicable
master servicer or Trustee for such Securitization shall be required to notify the master servicer, special servicer and Trustee
of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in such Securitization
within two Business Days of making such advance;


 


(ii)         if the applicable
master servicer, special servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance
previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the other servicers
written notice of such determination within 2 Business Days after such determination was made;


 


(iii)        in the event
such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion of a
Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17 and funds received
with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to
pay the Master Servicer, Special Servicer, Lead Securitization certificate administrator, Lead Securitization operating advisor
or Lead Trustee under the Servicing Agreement, as applicable, out of general funds in the collection account (or equivalent account)
established under the related Non-Lead Servicing Agreement and (y) if the Lead Servicing Agreement permits the Master Servicer,
Special Servicer or Trustee under the Servicing Agreement to pay itself from the Lead Securitization Trust Fund’s general
account then the master servicer under the related Non-Lead Servicing Agreement will be required to pay the Lead Securitization
Trust Fund out of general funds in the collection account (or equivalent account) established under the related Non-Lead Servicing
Agreement;


 


(iv)        each of the Trustee
and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each of the Master Servicer,
the Special Servicer and the non-lead trust will be a third party beneficiary under the Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the


 






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reimbursement of any nonrecoverable advances made with respect to such Non-Lead Note
by the Master Servicer or the Lead Trustee and (2) clause (v) below and (ii) the Special Servicer will be a third party
beneficiary under the related Non-Lead Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement
of any nonrecoverable advances made with respect to such Non-Lead Note by the Special Servicer (it being understood that the Special
Servicer is not required to make any Advances) and (2) the indemnification of the Special Servicer against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses, incurred
in connection with any PSA and relating to such Non-Lead Note;


 


(v)         each of the Indemnified
Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify each of such Indemnified
Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement) by the securitization trust holding such Non-Lead Note, against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and
administration of the Mortgage Loan under the Lead Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the “Serviced
Pari Passu Companion Loan Custodial Account” are insufficient for reimbursement of such amounts, the related Non-Lead Master
Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency
out of general funds in the collection account (or equivalent account) established under such Non-Lead Servicing Agreement; provided,
however, that any Non-Lead Servicing Agreement may include limitations and conditions on the payment or reimbursement of
Indemnified Items to the Lead Securitization operating advisor (including limitations and conditions with respect to the timing
of such payments or reimbursements and the sources of funds for such payments or reimbursements); and


 


(vi)        the Master Servicer
and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(c)         Notice to Parties to the Lead
Securitization PSA.


 


(i)          The Note A-1 Holder
shall provide the Depositor, the Servicer, and the Special Servicer under the Lead Securitization PSA (as of the Note A-1 Securitization
Date) (provided such party is not also a party to the Note A-1 PSA) notice of the Note A-1 Securitization in writing (which
may be by email) prior to or promptly following the Note A-1 Securitization Date. Such notice shall contain contact information
for each of the parties to the Note A-1 PSA and the identity of the Controlling Class Representative under such Note A-1 PSA. In
addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the Note A-1 PSA to the Depositor, the
Servicer, and the Special Servicer under the Lead Securitization PSA (as of the Note A-1 Securitization Date) (provided
such party is not also a party to the Note A-1 PSA).


 






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(ii)          The Note A-2
Holder shall provide the Depositor, the Servicer, and the Special Servicer under the Lead Securitization PSA (as of the Note A-2
Securitization Date) (provided such party is not also a party to the Note A-2 PSA) notice of the Note A-2 Securitization
in writing (which may be by email) prior to or promptly following the Note A-2 Securitization Date. Such notice shall contain contact
information for each of the parties to the Note A-2 PSA and the identity of the Controlling Class Representative under such Note
A-2 PSA. In addition, after the Note A-2 Securitization Date, the Note A-2 Holder shall send a copy of the Note A-2 PSA to the
Depositor, the Servicer, and the Special Servicer under the Lead Securitization PSA (as of the Note A-2 Securitization Date) (provided
such party is not also a party to the Note A-2 PSA).


 


(d)         The Lead Securitization PSA
shall:


 


(i)          provide that the
Master Servicer, Special Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer
and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)          provide that
if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance previously
made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers written notice
of such determination within two Business Days after such determination was made;


 


(iii)          provide that
the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net of its Servicing Fee
and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead
Holder on the applicable Master Servicer Remittance Date;


 


(iv)          provide that
the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement the CREFC®
Investor Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly basis;


 


(v)          provide that the
Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, certificate administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely manner, the reports, certifications, compliance
statements, accountants’ assessments and attestations, information to be included in reports (including, without limitation,
Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other Servicing Agreements as the parties
to each Non-Lead Securitization may require in order to comply with their obligations under the Securities Act of 1933, as amended,
Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable law. Without limiting
the generality of the foregoing, each Lead


 






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Note Holder for a Lead Securitization shall provide in a timely manner to the depositor
and the Trustee for any prior Securitization a copy of the Lead Securitization Servicing Agreement and each Lead Servicer will
be required, upon prior written request, to provide to the depositor and the Trustee for any prior Securitization any other information
required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure
information required pursuant to Regulation AB in a timely manner for inclusion in any disclosure document (and, with respect to
the Servicing Agreement, for filing under Form 8-K), and with respect to the Lead Servicers, upon prior written request, market
indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead
Securitization. As used in this Agreement, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§  229.1100-229.1125, as such may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the United States Securities and Exchange Commission (the “Commission”)
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer,
upon prior written request, shall each be required to provide certification to each Certifying Person with respect to the Sarbanes-Oxley
Certification (or analogous terms) as such terms are defined in the related Non-Lead Servicing Agreements;


 


(vi)         provide that
the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the duty to
service each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance with the terms and provisions
of this Agreement and in accordance with the Servicing Standard;


 


(vii)        provide that,
with respect to any/each Non-Lead Note, the Master Servicer shall withdraw from the related Collection Account and remit to the
Holder of the Non-Lead Note, within two (2) Business Days of receipt of properly identified funds, any amounts that represent late
collections or principal prepayments on such Non-Lead Note or any successor REO Property with respect thereto (exclusive of any
portion of such amount payable or reimbursable to any third party in accordance with this Agreement), unless such amount would
otherwise be included in the monthly remittance to the Holder of such Non-Lead Note for such month;


 


(viii)       provide that
the Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under the Servicing Agreement;


 


(ix)          provide that
each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the Servicing
Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification of such master
servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 






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(x)           provide that it
shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holders without their consent;
and


 


(xi)          satisfy Moody’s
rating methodology related to permitted investments and eligible accounts applicable to securities rated “Aaa” by Moody’s.


 


19.          Governing Law; Waiver of Jury Trial.
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES
TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE
OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


20.          Modifications. This Agreement
shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto. Additionally, from
and after a Securitization, except to cure any ambiguity or to correct any error or as set forth in Section 18(a), this Agreement
may not be modified unless a Rating Agency Confirmation has been delivered with respect to each Securitization.


 


21.           Successors and Assigns; Third Party
Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns. Each of the Servicer, Non-Lead Servicer and related Trustee is an intended third-party beneficiary of this Agreement.
Except as provided in Section 5 and the preceding sentence, none of the provisions of this Agreement shall be for the
benefit of or enforceable by any Person not a party hereto.


 


22.          Counterparts. This Agreement
may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument.
Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission
shall be as effective as delivery of a manually executed original counterpart of this Agreement


 


23.          Captions. The titles and headings
of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise
describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


 


24.          Notices. Unless otherwise stated,
all notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable
overnight delivery service (charges prepaid), (iii) reputable overnight


 






     -31-


     

    

 


delivery service (charges prepaid) or (iv) certified
United States mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth
on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written notice
given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


25.          Custody of Mortgage Loan Documents.
The originals of all of the Mortgage Loan Documents (other than Note A-1 and Note A-2) will be held by the LC24 Trustee (or by
a custodian on its behalf) under the terms of the LC24 PSA on behalf of all of the Holders until the Note A-1 Securitization Date,
at which time the originals of all of the Mortgage Loan Documents (other than Note A-2, Note A-3 and Note A-4) will be transferred
to and held by the Note A-1 Trustee (or by a custodian on its behalf) on behalf of all of the Holders.


 


[NO FURTHER TEXT ON THIS PAGE]


 




     -32-


     

    

 


IN WITNESS WHEREOF, each of the Note
A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder has caused this Agreement to be duly executed as of
the day and year first above written.





	 	 	 
	 	Note A-1 Holder:
	 	 
	 	LADDER CAPITAL FINANCE I LLC

                    a Delaware limited liability company, for itself and on behalf of Series TRS of Ladder Capital Finance I LLC

	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director
	 	 	 
	 	SERIES TRS OF LADDER CAPITAL FINANCE I LLC 


a Delaware series of Ladder Capital Finance I
LLC, a Delaware limited liability company


	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director



 



     A-1


     

    







  


	 	 	 
	 	Note A-2 Holder:
	 	 
	 	LADDER CAPITAL FINANCE I LLC

                    a Delaware limited liability company, for itself and on behalf of Series TRS of Ladder Capital Finance I LLC

	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director
	 	 	 
	 	SERIES TRS OF LADDER CAPITAL FINANCE I LLC 


a Delaware series of Ladder Capital Finance I
LLC, a Delaware limited liability company


	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director



 






     A-2


     

    

 


	 	 	 
	 	Note A-3 Holder:
	 	 
	 	LADDER CAPITAL FINANCE I LLC

                    a Delaware limited liability company, for itself and on behalf of Series TRS of Ladder Capital Finance I LLC

	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director
	 	 	 
	 	SERIES TRS OF LADDER CAPITAL FINANCE I LLC 


a Delaware series of Ladder Capital Finance I
LLC, a Delaware limited liability company


	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director






 






     A-3


     

    

 


	 	 	 
	 	Note A-4 Holder:
	 	 
	 	LADDER CAPITAL FINANCE I LLC

                    a Delaware limited liability company, for itself and on behalf of Series TRS of Ladder Capital Finance I LLC

	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director
	 	 	 
	 	SERIES TRS OF LADDER CAPITAL FINANCE I LLC 


a Delaware series of Ladder Capital Finance I
LLC, a Delaware limited liability company


	 	 	 
	 	By:	/s/ David Traitel
	 	 	Name: David Traitel

Title: Managing Director



 






     A-4


     

    

  


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.          Description of Mortgage Loan


 


	Borrower:	ARC NYC1140SIXTH, LLC
	Mortgage Loan Origination Date:  	June 15, 2016
	Initial Principal Amount of Mortgage Loan:	$99,000,000
	Location of Mortgaged Property:	New York, NY
	Current Use of Mortgaged Property:	Office Building
	Mortgage Interest Rate:	4.109%
	Maturity Date:	July 6, 2026


 


     A-5


     

    

 


B.          Description of Notes


 


	Mortgage Loan Origination Date:	June 15, 2016
	Initial Note A-1 Principal Balance:	$30,000,000
	Initial Note A-2 Principal Balance:	$24,000,000
	Initial Note A-3 Principal Balance:	$25,000,000
	Initial Note A-4 Principal Balance:	$20,000,000
	Initial Note A-1 Percentage Interest:	30.30%
	Initial Note A-2 Percentage Interest:	24.24%
	Initial Note A-3 Percentage Interest:	25.25%
	Initial Note A-4 Percentage Interest:	20.20%
	Note A-1 Interest Rate:	4.109%
	Note A-2 Interest Rate:	4.109%
	Note A-3 Interest Rate:	4.109%
	Note A-4 Interest Rate:	4.109%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate
	Note A-3 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate
	Note A-4 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate


 


     A-6


     

    

 


EXHIBIT B


 


Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder:


 


Ladder Capital Finance I LLC

345 Park Avenue, 8th Floor 


New York, New York 10154 


Attention: Pamela McCormack

Telecopier: 212-715-3199


 




    B-1


     

    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners 


iStar Financial Inc. 


Capital Trust 


Archon Capital, L.P. 


Whitehall Street Real Estate Fund, L.P. 


The Blackstone Group 


Normandy Real Estate Partners 


Dune Real Estate Partners 


AllianceBernstein 


Rockwood 


RREEF Funds 


Hudson Advisors 


Artemis Real Estate Partners 


Apollo Real Estate Advisors 


Colony Capital, Inc. 


Praedium Group 


Fortress Investment Group, LLC 


Lonestar Opportunity Funds 


Clarion Partners 


Walton Street Capital, LLC 


Starwood Financial Trust 


BlackRock, Inc. 


Eightfold Real Estate Capital, L.P. 


KKR Real Estate Manager Finance LLC


 






    C-1