Exhibit 4.14


 





 


EXECUTION VERSION


 





 











 


Sanofi Office Complex


 


CO-LENDER AGREEMENT


 


Dated as of March 31, 2016


 


Between


 


LADDER CAPITAL FINANCE LLC

(Note A-1-A Holder),


 


LADDER CAPITAL FINANCE LLC

(Note A-1-B Holder),


 


LADDER CAPITAL FINANCE LLC

(Note A-2-A Holder),


 


LADDER CAPITAL FINANCE LLC

(Note A-2-B Holder),


 


LADDER CAPITAL FINANCE II LLC

(and affiliated entities)

(Note A-3-A Holder),


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Note A-3-B Holder),


 


LADDER CAPITAL FINANCE II LLC

(and affiliated entities)

(Note A-4-A Holder)


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Note A-4-B Holder)


 




    	 



    	 



    

 


TABLE OF CONTENTS 





 




	 	 	Page
	 	 	 
	1.	   Definitions; Conflicts.	4
	 	 	 
	2.	   Servicing of the Mortgage Loan.	17
	 	 	 
	3.	   Priority of Notes.	20
	 	 	 
	4.	   Workout.	20
	 	 	 
	5.	   Accounts; Payment Procedure.	20
	 	 	 
	6.	   Limitation on Liability.	22
	 	 	 
	7.	   Representations of the Holders.	22
	 	 	 
	8.	   Independent Analyses of each Holder.	23
	 	 	 
	9.	   No Creation of a Partnership or Exclusive Purchase Right.	23
	 	 	 
	10.	   Not a Security.	23
	 	 	 
	11.	   Other Business Activities of the Holders.	23
	 	 	 
	12.	   Transfer of Notes.	24
	 	 	 
	13.	   Exercise of Remedies by the Servicer.	26
	 	 	 
	14.	   Rights of the Directing Holder.	28
	 	 	 
	15.	   Appointment of Special Servicer.	29
	 	 	 
	16.	   Rights of the Non-Directing Holders.	29
	 	 	 
	17.	   Advances; Reimbursement of Advances.	30
	 	 	 
	18.	   Provisions Relating to Securitization.	31



 






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	19.	   Governing Law; Waiver of Jury Trial.	36
	 	 	 
	20.	   Modifications.	36
	 	 	 
	21.	   Successors and Assigns; Third Party Beneficiaries.	37
	 	 	 
	22.	   Counterparts.	37
	 	 	 
	23.	   Captions.	37
	 	 	 
	24.	   Notices.	37
	 	 	 
	25.	   Custody of Mortgage Loan Documents.	37
	 	 	 
	26.	   Co-Origination Agreement.	37
	 	 	 




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THIS CO-LENDER AGREEMENT (the “Agreement”),
dated as of March 31, 2016, between LADDER CAPITAL FINANCE II LLC, a Delaware limited liability corporation (“LCF II”),
for itself and on behalf of Series TRS of Ladder Capital Finance II LLC, a Delaware series of LCF II (“TRS”),
to the extent of its interest, as applicable, and LADDER CAPITAL FINANCE LLC (collectively with LCF II and TRS, “Ladder”),
each having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1-A, Ladder, as the holder
of Note A-1-B, Ladder, as the holder of Note A-2-A, Ladder, as the holder of Note A-2-B, Ladder, as the holder of Note A-3-A, Ladder,
as the holder of Note A-4-A, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“JPM”),
having an address at 383 Madison Avenue, 31st Floor, New York, New York 10179, as the holder of Note A-3-B, and JPM,
as the holder of Note A-4-B.


 


WITNESSETH:


 


WHEREAS, Ladder Capital Finance LLC
(“LCF”) has made a mortgage loan in the original principal amount of $125,000,000 (the “Mortgage Loan”)
to ARC HR5SNFI001 SPE, LLC (the “Borrower”) pursuant to a loan agreement dated as of December 11, 2015 (as it
may be further amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”);


 


WHEREAS, the Mortgage Loan was originally
evidenced by eight notes, Note A-1-A, which was in the original principal amount of $23,333,333.33 (“Note A-1-A”),
Note A-1-B, which was in the original principal amount of $11,666,666.67 (“Note A-1-B”), Note A-2-A, which was
in the original principal amount of $20,000,000.00 (“Note A-2-A”), Note A-2-B, which was in the original principal
amount of $10,000,000.00 (“Note A-2-B”), Note A-3-A, which was in the original principal amount of $20,000,000.00
(“Note A-3-A”), Note A-3-B, which was in the original principal amount of $10,000,000.00 (“Note A-3-B”),
Note A-4-A, which was in the original principal amount of $20,000,000.00 (“Note A-4-A”) and Note A-4-B, which
was in the original principal amount of $10,000,000.00 (“Note A-4-B” and individually, each, a “Note”
and collectively the “Notes”);


 


WHEREAS, the Mortgage Loan is secured
by a first Mortgage Lien (the “Mortgage”) on the real property known as 55 Corporate Drive as more fully described
on Exhibit A hereto (the “Mortgaged Property”);


 


WHEREAS, on December 11, 2015, LCF
assigned all of the Notes to Ladder;


 


WHEREAS, on or prior to January 14,
2016, Ladder assigned all of its right, title and interest in and to Note A-1-B, Note A-2-B, Note A-3-B and Note A-4-B to JPM;


 


WHEREAS, Ladder and JPM entered into
that certain Co-Origination Agreement, dated January 14, 2016, setting forth the terms and conditions under which Ladder and JPM
will hold the Mortgage Loan and jointly sell or securitize all or portions of the Mortgage Loan;


 


WHEREAS, on or prior to the date hereof,
JPM assigned all of its right, title and interest in and to Note A-1-B and Note A-2-B to Ladder.


 






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WHEREAS, Ladder intends to sell, transfer
and assign its right, title and interest in and to Note A-1-A, Note A-1-B, Note A-2-A and Note A-2-B to Wells Fargo Commercial
Mortgage Securities, Inc. (“WFCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement dated March
18, 2016, by and among WFCMS, as purchaser and Ladder, as seller, and WFCMS intends to transfer its right, title and interest in
and to Note A-1-A, Note A-1-B, Note A-2-A and Note A-2-B to Wilmington Trust, National Association, as trustee for the Wells Fargo
Commercial Mortgage Trust 2016-C33, under a pooling and servicing agreement, dated as of March 1, 2016 (the “C33 PSA”),
between WFCMS, as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC,
as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wilmington Trust,
National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian,
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer (such sales, transfers and assignments,
the “C33 Securitization”);


 


WHEREAS, Ladder 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-3-A and Note A-4-A 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, JPM 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-3-B and Note A-4-B 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;
and


 


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-A,
Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4-B, 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 (defined herein). To the extent of any inconsistency between the terms of 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.


 






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“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 C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B 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.


 


“C33 Master Servicer”
shall mean the master servicer of the Mortgage Loan under the C33 PSA.


 


“C33 PSA” shall
have the meaning assigned to such term in the recitals.


 


“C33 Securitization”
shall have the meaning assigned to such term in the recitals.


 


“C33 Securitization Date”
shall mean the closing date of the C33 Securitization.


 


“C33 Special Servicer”
shall mean the special servicer of the Mortgage Loan under the C33 PSA.


 


“C33 Trust Fund”
shall mean the trust formed pursuant to the C33 PSA.


 


“C33 Trustee” shall
mean the trustee under the C33 PSA.


 


“Certificates” shall
mean any securities issued in connection with the C33 Securitization, the Note A-3-A Securitization, the Note A-3-B Securitization,
the Note A-4-A Securitization or the Note A-4-B Securitization.


 


“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


 






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(including,
without limitation, the right to exercise any consent and control rights available to the Directing Holder).


 


“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. “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 C33 Securitization, WFCMS, (ii) with respect to the Note A-3-A Securitization, the depositor under
the Note A-3-A PSA, (iii) with respect to the Note A-3-B Securitization, the depositor under the Note A-3-B PSA, (iv) with respect
to the Note A-4-A Securitization, the depositor under the Note A-4-A PSA and (v) with respect to the Note A-4-B Securitization,
the depositor under the Note A-4-B PSA.


 


“Directing Holder”
shall mean the Note A-1-A Holder or, if Note A-1-A is included in a Securitization, the holders of Certificates representing the
specified interest in the class of Certificates designated as the “controlling class” under the C33 Securitization
or the duly appointed representative of the holders of such Certificates or such other party to which the Note A-1-A 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.


 


“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


 






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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-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B
Holder, the Note A-4-A Holder or the Note A-4-B Holder.


 


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


 


“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, the Lead Securitization asset representations reviewer 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).


 


“JPM” shall mean
JPMorgan Chase Bank, National Association.


 


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


 


“Ladder” shall mean
Ladder Capital Finance LLC, Ladder Capital Finance II LLC and/or Series TRS of Ladder Capital Finance II LLC, as applicable.


 


“Lead Note” shall
mean Note A-1-A.


 


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


 






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“Lead Securitization”
shall mean the C33 Securitization.


 


“Lead Securitization Trust”
shall mean the trust established under the C33 PSA in connection with the C33 Securitization.


 


“Lead Servicer”
shall mean the servicer and/or special servicer designated under the C33 PSA.


 


“Lead Trustee” shall
mean the C33 Trustee.


 


“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:


 


(i)          with respect to
the Notes included in the C33 Securitization, the “Master Servicer Remittance Date” (or analogous term) as defined
in the Servicing Agreement;


 


(ii)          with
respect to Note A-3-A, (a) during the period prior to the Note A-3-A Securitization Date, two Business Days after the
Payment Date (as defined in the Loan Agreement), and (b) during the period from and after the Note A-3-A Securitization Date,
the later of (x) the Business Day after the “determination date,” as such term or a similar term is defined in
the Note A-3-A PSA and (y) the Business Day after the sixth day of each month (or if such sixth day is not a Business Day,
then the second Business Day after such sixth day of the month);


 


(iii)          with respect to
Note A-3-B, (a) during the period prior to the Note A-3-B Securitization Date, two Business Days after the Payment Date (as defined
in the Loan Agreement), and (b) during the period from and after the Note A-3-B Securitization Date, the later of (x) the Business
Day after the “determination date,” as such term or a similar term is defined in the Note A-3-B PSA and (y) the Business
Day after the sixth day of each month (or if such sixth day is not a Business Day, then the second Business Day after such sixth
day of the month);


 


(iv)          with respect to
Note A-4-A, (a) during the period prior to the Note A-4-A Securitization Date, two Business Days after the Payment Date (as defined
in the Loan Agreement), and (b) during the period from and after the Note A-4-A Securitization Date, the later of (x) the Business
Day after the “determination






 






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date,” as such term or a similar term is defined in the Note A-4-A PSA and (y) the Business
Day after the sixth day of each month (or if such sixth day is not a Business Day, then the second Business Day after such sixth
day of the month); and


 


(v)          with respect to
Note A-4-B, (a) during the period prior to the Note A-4-B Securitization Date, two Business Days after the Payment Date (as defined
in the Loan Agreement), and (b) during the period from and after the Note A-4-B Securitization Date, the later of (x) the Business
Day after the “determination date,” as such term or a similar term is defined in the Note A-4-B PSA and (y) the Business
Day after the sixth day of each month (or if such sixth day is not a Business Day, then the second Business Day after such sixth
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-A, Note A-1-B, Note
A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4-B.


 


“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.


 


“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 holder of Note A-3-A, the holder of Note A-3-B, the holder of Note A-4-A and the holder of Note A-4-B, and if Note
A-1-B, Note A-2-A,


 






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Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A or Note A-4-B 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 as is otherwise entitled under the
related Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B PSA 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-3-A and the Note A-3-A PSA, the master servicer designated under the Note A-3-A PSA, (ii)
with respect to Note A-3-B and the Note A-3-B PSA, the master servicer designated under the Note A-3-B PSA, (iii) with respect
to Note A-4-A and the Note A-4-A PSA, the master servicer designated under the Note A-4-A PSA and (iv) with respect to Note A-4-B
and the Note A-4-B PSA, the master servicer designated under the Note A-4-B PSA.


 


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


 


“Non-Lead Note Holder”
shall mean a holder of a Non-Lead Note.


 


“Non-Lead Servicing Agreement”
shall mean each of the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-3-A PSA”
shall mean the “pooling and servicing agreernent” entered into in connection with the Note A-3-A Securitization.


 


“Note A-3-A Securitization”
shall mean the sale by the Note A-3-A Holder of Note A-3-A to a depositor who in turn includes all or such portion (as applicable)
of Note A-3-A as part of a securitization of one or more mortgage loans that issues at least one class of certificates that is
rated AAA (or the equivalent) by at least one of DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P.


 


“Note A-3-A Securitization
Date” shall mean the closing date of the Note A-3-A Securitization.


 


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


 


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


 


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


 


“Note A-3-B PSA”
shall mean the “pooling and servicing agreernent” entered into in connection with the Note A-3-B Securitization.


 






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“Note A-3-B Securitization”
shall mean the sale by the Note A-3-B Holder of Note A-3-B to a depositor who in turn includes all or such portion (as applicable)
of Note A-3-B as part of a securitization of one or more mortgage loans that issues at least one class of certificates that is
rated AAA (or the equivalent) by at least one of DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P.


 


“Note A-3-B Securitization
Date” shall mean the closing date of the Note A-3-B Securitization.


 


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


 


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


 


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


 


“Note A-4-A PSA”
shall mean the “pooling and servicing agreernent” entered into in connection with the Note A-4-A Securitization.


 


“Note A-4-A Securitization”
shall mean the sale by the Note A-4-A Holder of Note A-4-A to a depositor who in turn includes all or such portion (as applicable)
of Note A-4-A as part of a securitization of one or more mortgage loans that issues at least one class of certificates that is
rated AAA (or the equivalent) by at least one of DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P.


 


“Note A-4-A Securitization
Date” shall mean the closing date of the Note A-4-A Securitization.


 


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


 


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


 


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


 


“Note A-4-B PSA”
shall mean the “pooling and servicing agreernent” entered into in connection with the Note A-4-B Securitization.


 


“Note A-4-B Securitization”
shall mean the sale by the Note A-4-B Holder of Note A-4-B to a depositor who in turn includes all or such portion (as applicable)
of Note A-4-B as part of a securitization of one or more mortgage loans that issues at least one class of


 






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certificates that is
rated AAA (or the equivalent) by at least one of DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P.


 


“Note A-4-B Securitization
Date” shall mean the closing date of the Note A-4-B Securitization.


 


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


 


“P&I Advance”
shall mean an advance made by a party to the C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B
PSA, as applicable, with respect to a delinquent monthly debt service payment on the Notes included in the related Securitization.


 


“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, (i) for purposes of allocating payments of interest among the Notes, each
Note or Holder, as the case may be, is allocated its respective pro rata share based on the interest accrued on such Note at the
respective Interest Rate of such Note based on the outstanding principal balance of such Note, and (ii) for all other purposes,
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.


 


“PSA” shall mean
the C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B PSA, as applicable.


 






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“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, (iv) in the case of a Special Servicer, Rialto Capital Advisors, LLC, or (v) 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) 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
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 such Securitization(s) shall not be considered.


 


“Qualified Transferee”
shall mean an Affiliate of Ladder, JPM 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


 






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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, 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 rated either of the then in effect top two rating categories of each of the Rating Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, 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.


 






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“Rating Agency Confirmation”
shall mean written confirmation by each of the applicable Rating Agencies 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-A 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 act upon 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, (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-3-A
PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B 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 to review or otherwise act upon 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 by another Person designated by)
the Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


“S&P” shall
mean Standard & Poor’s Ratings Services and its successors in interest.


 


“Securitization”
shall mean the C33 Securitization, the Note A-3-A Securitization, the Note A-3-B Securitization, the Note A-4-A Securitization
or the Note A-4-B 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 the C33 PSA; provided that in the event that the Lead Note is no longer an asset of the trust fund created pursuant
to the C33 PSA, the term


 






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“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.


 


“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.


 


“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 and hereunder.


 


“Special Servicing Fee”
shall have the meaning given to such term or an analogous term in the Servicing Agreement.


 


“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 the C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B PSA, as the context
requires.


 


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


 


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 by the C33 Master Servicer and the C33 Special Servicer pursuant to the terms
of this Agreement and the C33 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 C33 PSA, the Note A-3-A
PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B PSA shall contain terms and conditions that are customary for


 






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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 applicable Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the
Rating Agencies rating the C33 Securitization, the Note A-3-A Securitization, the Note A-3-B Securitization, the Note A-4-A Securitization
or the Note A-4-B Securitization. In addition, the C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA and the
Note A-4-B 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 Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial Mortgage
Pass-Through Certificates, Series 2016-C33 is considered to be customary for securitization transactions involving assets similar
to the Mortgage Loan. The Note A-1-A Holder shall have the right to designate the Master Servicer and Special Servicer under the
C33 PSA, as long as the designated Person 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-A 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-A 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-A 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 the Borrower or an Affiliate of the 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


 






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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.


 


(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.


 






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3.          Priority
of Notes. Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4-B shall be of
equal priority, and no portion of any of Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A
or Note A-4-B shall have priority or preference over any portion of any 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-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B,
Note A-4-A and Note A-4-B 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 pay (i) the Master Servicer, the Trustee
or the Special Servicer for interest accrued on any Property Advances (ii) the parties to any Securitization for interest accrued
on any P&I Advance, (iii) certain other expenses incurred with respect to the Mortgage Loan and (iv) the Master Servicer and/or
the Special Servicer as additional servicing compensation, except that, for so long as any Note is not included in a Securitization,
any Penalty Charges allocated to such Note that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective
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-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A or Note A-4-B 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-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4-B 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-A Holder, the Note A-1-B Holder, the Note
A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder and the Note A-4-B
Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and
subject to the terms of the Servicing Agreement, (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


 






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Remittance Date all
payments received with respect to and allocable to Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note
A-4-A and Note A-4-B (net of amounts payable or reimbursable from such Collection Account), by wire transfer to accounts maintained
by the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note
A-3-B Holder, the Note A-4-A Holder and the Note A-4-B Holder, respectively; provided that delinquent payments and principal
prepayments 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-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A
or Note A-4-B determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect
of Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A or Note A-4-B must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1-A Holder, the
Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder
and the Note A-4-B 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-A Holder, the Note A-1-B Holder, the Note A-2-A
Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder and the Note A-4-B Holder, as
applicable, and the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder,
the Note A-3-B Holder, the Note A-4-A Holder or the Note A-4-B Holder, as applicable, shall promptly on demand repay to such Servicer
the portion thereof which shall have been theretofore distributed to the the Note A-1-A Holder, the Note A-1-B Holder, the Note
A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder or the Note A-4-B 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-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B
Holder, the Note A-4-A Holder, the Note A-4-B Holder, any Servicer or such other person or entity with respect thereto. Each of
the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B
Holder, the Note A-4-A Holder and the Note A-4-B 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 to
the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1-A Holder, the
Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder
or the Note A-4-B Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1-A Holder,
the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A
Holder or the Note A-4-B Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1-A
Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder, the
Note A-4-A Holder and the Note A-4-B Holder under this Section 5 are separate and distinct obligations from one another
and in no


 






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event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note
A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder, the Note A-2-B Holder, the Note A-3-A Holder, the Note A-3-B Holder,
the Note A-4-A Holder and the Note A-4-B 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 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.


 






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(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-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A or Note A-4-B
shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.


 


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 the Borrower, and receive payments on such
other loans or extensions of credit to any Affiliate of the Borrower and otherwise act with respect thereto freely and
without accountability, but only if none of the foregoing violate the Mortgage Loan


 






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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% 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% 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, (iii) such Transfer is to a Qualified Transferee, or (iv) such
Transfer is in connection with a sale by a Securitization trust. 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, conditioned, or delayed),
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 the Borrower or an Affiliate of the 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 (a “Pledge”) its Note to any entity (other than the Borrower
or any Affiliate of the 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 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


 






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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 and this Agreement. In such event, the other Holders and
the Servicer shall recognize such Note Pledgee (and any transferee (other than the Borrower or any Affiliate of the 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 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


 






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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, other than
as provided in the Servicing Agreement. 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 and the Servicing 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 the 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


 


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


 






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(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 reasonably 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, in connection
with any sale of the Lead Notes permitted by the Lead Securitization Trust. 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 provisions of the Code or
any regulations promulgated thereunder, including, without limitation, the provisions of Section2(g) of this Agreement.


 






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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, subject to the terms of the
Servicing Agreement.


 


(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 that 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 the preceding paragraphs 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.


 


(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


 






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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 C33 PSA, the Note
A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B PSA and 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 C33 PSA shall provide that the Servicer shall be required:


 


(i)           to provide copies
of any notice, information and report 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 in which it
is required to provide such information 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 that if Note
A-3-A, Note A-3-B, Note A-4-A or Note A-4-B has been included in a Securitization, then for any information for which the Special
Servicer would be required to provide to such Non-Directing Holders, the Special Servicer shall provide such notice to the master
servicer of the applicable Securitization transactions, 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 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


 






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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 or meetings 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 the Borrower or an Affiliate of the 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 C33 PSA, the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B 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 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, reimburse 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 are insufficient for reimbursement of such amounts).


 


(d)          P&I Advances shall be recoverable
by each of the Lead Servicer and Non-Lead Servicer(s) in accordance with the provisions of the C33 PSA, the Note A-3-A PSA, the
Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B PSA, as applicable. The parties to each of the C33 PSA, the Note A-3-A PSA,
the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B 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 C33 PSA, the Note
A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA and the Note A-4-B 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) For so long as Ladder, JPM or an Affiliate of Ladder or JPM (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 and (iv) the Initial Note Holder
holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been


 






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included in a securitization, the parties
under each applicable PSA, in writing of such modified allocations and principal amounts. 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 and (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. 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)          Each Non-Lead Servicing Agreement
shall provide that:


 


(i)           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;


 


(ii)          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,
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, Lead Securitization certificate
administrator, Lead Securitization operating advisor or Lead Trustee 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 reimburse the Lead
Securitization Trust Fund out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Servicing Agreement;


 


(iii)          each of 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 reimbursement of any nonrecoverable advances made with respect to such Non-Lead Note
by the Master Servicer or the Lead Trustee, (2) clause (iv) below and (3) 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


 






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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;


 


(iv)          each of the Indemnified
Parties shall be indemnified (as and to the same extent that 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 (or, with respect to the Lead Securitization operating advisor, incurred in connection
with the provision of services for 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);


 


(v)           the related Non-Lead
Master Servicer shall furnish the name and other contact information of the person entitled to exercise the rights of the Non-Directing
Holder to the special servicer designated under the C33 PSA upon the closing of the related Securitization and thereafter if the
identity of such Person changes.


 


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


 


(c)           The Note A-3-A Holder, the Note
A-3-B Holder, the Note A-4-A Holder and the Note A-4-B Holder shall provide the Depositor, the Servicer and the Special Servicer
under the C33 PSA (as of the Note A-3-A Securitization Date, the Note A-3-B Securitization Date, the Note A-4-A Securitization
Date and the Note A-4-B Securitization Date, respectively) (provided such party is not also a party to the Note A-3-A PSA,
the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B PSA, respectively) notice of the Note A-3-A Securitization, the Note A-3-B
Securitization, the Note A-4-A Securitization or the Note A-4-B Securitization, respectively, in writing (which may be by email)
prior to or promptly following the Note A-3-A Securitization Date, the Note A-3-B Securitization Date, the Note A-4-A Securitization
Date and the Note A-4-B Securitization Date, respectively. Such notice shall contain contact information


 






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for each of the parties
to the applicable PSA and the identity of the Controlling Class Representative under such PSA. In addition, after the Note A-3-A
Securitization Date, the Note A-3-B Securitization Date, the Note A-4-A Securitization Date and the Note A-4-B Securitization Date,
the Note A-3-A Holder, the Note A-3-B Holder, the Note A-4-A Holder and the Note A-4-B Holder, as applicable, shall send a copy
of the applicable PSA to the Depositor, the Servicer and the Special Servicer under the C33 PSA (as of the Note A-3-A Securitization
Date, the Note A-3-B Securitization Date, the Note A-4-A Securitization Date and the Note A-4-B Securitization Date, respectively)
(provided such party is not also a party to the Note A-3-A PSA, the Note A-3-B PSA, the Note A-4-A PSA or the Note A-4-B
PSA, respectively).


 


(d)          The C33 PSA shall provide that:


 


(i)           the Master Servicer,
Special Servicer and Trustee for such Securitization shall be required to notify the 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 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)         the Master Servicer
shall remit all payments received 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)         the Master Servicer
agrees to deliver 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)          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, 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 Note Holder for a Lead Securitization shall provide in a timely manner to the depositor and the trustee for
any


 






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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, in the case of clauses (x) and (y) and with respect to the Lead Servicer, upon prior written request
and at the expense of the requesting party, 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 rules 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 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)          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 the Servicing Agreement;


 


(vii)         any late collections
received by the Master Servicer from the Borrower for which a P&I Advance has already been paid by a master servicer or trustee
under a Non-Lead Servicing Agreement shall be remitted by the Master Servicer to such master servicer or trustee under a Non-Lead
Servicing Agreement, as applicable, within two Business Days of receipt thereof;


 


(viii)        the Non-Lead
Note Holders are intended third-party beneficiaries in respect of the rights afforded it under the Servicing Agreement and each
master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of the related Trustee with respect
to such Non-Lead Note under the Servicing Agreement;


 


(ix)          each party 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 party, as the case may be, and, as applicable, the
provisions regarding coordination of Advances;


 


(x)           the Master Servicer
shall not be permitted to take any Major Decision unless it has obtained the consent or deemed consent of the Special Servicer
(provided that such consent shall be deemed given (unless earlier objected to by the applicable


 






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Special Servicer) fifteen
(15) Business Days after such Special Servicer’s receipt of the applicable Master Servicer’s written recommendation
and analysis with respect to such Major Decision and all information reasonably requested by such Special Servicer, and reasonably
available to the applicable Master Servicer, in order to grant or withhold such consent, and such Special Servicer shall not be
permitted to take any Major Decision (to the extent such Special Servicer is responsible for processing any such action) and shall
not be permitted to consent to the Master Servicer’s taking of any Major Decision (to the extent such Master Servicer is
responsible for processing any such action) as to which the Directing Holder has objected in writing within ten (10) Business Days
(or, in certain cases, thirty (30) days) after the Directing Holder’s receipt of such Special Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Holder, and reasonably available to such Special Servicer,
in order to grant or withhold such consent (provided that if such written objection has not been received by such Special
Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing Holder will be deemed to have approved
such action);


 


(xi)          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


 


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


 


The parties hereto acknowledge that
the pooling and servicing agreement entered into in connection with the Wells Fargo Commercial Mortgage Trust 2016-C33, Commercial
Mortgage Pass-Through Certificates, Series 2016-C33 incorporates the provisions set forth in this Section 18(c), and therefore
the requirements of this Section 18(c) are satisfied.


 


(e)           If at any time Note A-1-A, Note
A-1-B, Note A-2-A and Note A-2-B are no longer in the same securitization trust, the Master Servicer, subject to the the terms
of the C33 PSA, is hereby authorized to execute an amendment to this Agreement to add new defined terms and related provisions
as necessary to contemplate a separate securitization of Note A-1-B, Note A-2-A and Note A-2-B (as Non-Lead Notes).


 


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


 






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and after a Securitization,
except to cure any ambiguity or to correct any error or as set forth in Sections 18(a) and (e), 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 Servicer, Non-Lead Master Servicer and 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 stated otherwise herein, 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 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-3-A, Note A-3-B, Note
A-4-A and Note A-4-B) will be held by the C33 Trustee (or by a custodian on its behalf) under the terms of the C33 PSA on
behalf of all of the Holders.


 


26.          Co-Origination
Agreement. This Agreement constitutes the “Co-Lender Agreement” required by section 3.01(c) of the
Co-Origination Agreement. Except as expressly provided herein, the terms of the Co-Origination Agreement (including the
requirement of prior consent by Ladder or JPM to the sale or transfer of a Note by Ladder or JPM, as applicable, to a
non-Qualified Transferee) remain binding and enforceable on Ladder and JPM in their individual capacities, but only as to
each other. The terms of the Co-Origination Agreement shall not be binding on any successor Holder unless expressly stated in
the applicable assignment documents.


 






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[NO FURTHER TEXT ON THIS PAGE]


 




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





 


	 	Note A-1-A Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE LLC
	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director






 


	 	Note A-1-B Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE LLC
	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	Note A-2-A Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE LLC
	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


SANOFI
OFFICE COMPLEX – CO-LENDER AGREEMENT


 






    	39



    	 



    




 


	 	Note A-2-B Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE LLC
	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	Note A-3-A Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE II LLC
	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	SERIES TRS OF LADDER CAPITAL FINANCE II LLC 




	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	Note A-3-B Holder:
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 




	 	 	 
	 	By:	/s/ Bradley J. Hom
			Name:	 Bradley J. Hom
	 	 	Title:	Executive Director



 


SANOFI
OFFICE COMPLEX – CO-LENDER AGREEMENT


 






    	40



    	 



    

 


	 	Note A-4-A Holder:
	 	 	 
	 	LADDER CAPITAL FINANCE II LLC 




	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	SERIES TRS OF LADDER CAPITAL FINANCE II LLC 




	 	 	 
	 	By:	/s/ David M. Traitel
			Name:	 DAVID M. TRAITEL
	 	 	Title:	Managing Director



 


	 	Note A-4-B Holder:
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION  




	 	 	 
	 	By:	/s/ Bradley J. Hom
			Name:	 Bradley J. Hom
	 	 	Title:	 Executive Director




 


SANOFI
OFFICE COMPLEX – CO-LENDER AGREEMENT


 



    	41



    	 



    

 



EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.          Description
of Mortgage Loan 


	Borrower:	ARC HR5SNFI001 SPE, LLC
	Date of Mortgage Loan:	December 11, 2015
	Initial Principal Amount of Mortgage Loan:	$125,000,000
	Closing Date Mortgage Loan Principal Balance:	$125,000,000
	Location of Mortgaged Property:	Bridgewater, New Jersey
	Current Use of Mortgaged Property:	Office
	Mortgage Interest Rate:	5.0930%
	Anticipated Repayment Date:	January 6, 2021
	Maturity Date:	July 31, 2026



 



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B. Description of Notes


 


	Closing Date:	December 11, 2015
	Note A-1-A Principal Balance (As of January 6, 2016):	$23,333,333.33
	Note A-1-B Percentage Interest (As of January 6, 2016):	$11,666,666.67
	Note A-2-A Principal Balance (As of January 6, 2016):	$20,000,000.00
	Note A-2-B Percentage Interest (As of January 6, 2016):	$10,000,000.00
	Note A-3-A Principal Balance (As of January 6, 2016):	$20,000,000.00
	Note A-3-B Percentage Interest (As of January 6, 2016):	$10,000,000.00
	Note A-4-A Principal Balance (As of January 6, 2016):	$20,000,000.00
	Note A-4-B Percentage Interest (As of January 6, 2016):	$10,000,000.00
	Note A-1-A Percentage Interest (As of January 6, 2016):	18.67%
	Note A-1-B Percentage Interest (As of January 6, 2016):	9.33%
	Note A-2-A Percentage Interest (As of January 6, 2016):	16.00%



 






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	Note A-2-B Percentage Interest (As of January 6, 2016):	8.00%
	Note A-3-A Percentage Interest (As of January 6, 2016):	16.00%
	Note A-3-B Percentage Interest (As of January 6, 2016):	8.00%
	Note A-4-A Percentage Interest (As of January 6, 2016):	16.00%
	Note A-4-B Percentage Interest (As of January 6, 2016):	8.00%
	Note A-1-A Interest Rate:	5.0930%
	Note A-1-B Interest Rate:	5.0930%
	Note A-2-A Interest Rate:	5.0930%
	Note A-2-B Interest Rate:	5.0930%
	Note A-3-A Interest Rate:	5.0930%
	Note A-3-B Interest Rate:	5.0930%
	Note A-4-A Interest Rate:	5.0930%
	Note A-4-B Interest Rate:	5.0930%
	Note A-1-A Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-1-B Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or 



 


 



    	44



    	 



    




 


	 	(b) five percent (5%) above the Interest Rate
	Note A-2-A Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-2-B Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-3-A Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-3-B Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-4-A Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate
	Note A-4-B Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Interest Rate



 



    	45



    	 



    

 


EXHIBIT B


 


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


 


Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

E-mail: pamela.mccormack@laddercapital.com


 


With a copy to:


 


Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Robert Perelman

E-mail: robert.perelman@laddercapital.com


 


Note A-3-B Holder and Note A-4-B Holder:


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Fax number: (212) 834-6029


 


With a copy to:


 


383 Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo, Esq.

Fax number: (917) 464-6116


 




    	46



    	 



    

 


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.


 


Rialto Capital Management, LLC


 






    	47