Western Alliance Bancorporation (WAL) 8-KCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

WESTERN ALLIANCE BANK

as Issuer

-and-

COMPUTERSHARE TRUST COMPANY, N.A.

as Securities Administrator

NOTE ISSUANCE AND ADMINISTRATION AGREEMENT

with respect to

WESTERN MORTGAGE REFERENCE NOTES, SERIES 2021-CL2

December 29, 2021

Form of Tranched Credit Default Swap    Exhibit A

Form of Registered Global Note    Exhibit B

Arbitration Notice    Exhibit C

WHEREAS, the Notes will be issued subject to, and with the benefit of, this Agreement;

WHEREAS, the Notes are linked to a hypothetical tranched credit default swap transaction;

WHEREAS, for purposes of making principal distributions on the Notes, reference is made to a hypothetical structure in which a class of senior certificates and multiple classes of subordinate certificates are issued and on which certain distributions in respect of the Reference Obligations referred to in the Tranched Credit Default Swap are made; and

WHEREAS, it is intended that the rights and obligations of the parties (including a Noteholder (as defined below)) in respect of the Notes are to be governed by this Agreement and the other Basic Documents (as defined below).

IT IS HEREBY AGREED as follows:

(a)    The following terms shall have the following meanings:

(i)    the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current

Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; and

(ii)    the sum of: (a) the alternate rate of interest that has been selected by the Bank as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated securitizations at such time and (b) the Benchmark Replacement Adjustment.

(i)    the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; and

(ii)    the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Bank giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated securitization transactions at such time.

(i)    in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide such Benchmark; or

(ii)    in the case of clause (iii) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, with respect to a Payment Date, if the Benchmark Replacement Date occurs on the same day as the related Benchmark Determination Date, the Benchmark Replacement Date shall be deemed to have occurred prior to such Benchmark Determination Date.

(i)    a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that the administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(ii)    a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(iii)    a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

(a)    any failure by the Bank to pay or cause to be paid when due any amount due under the Notes in accordance with the information contained in the related Servicing Information Report and such failure shall continue for a period of 30 days after the earlier of (i) the date on which a Responsible Officer of the Bank has actual knowledge of such failure and (ii) the date on which written notice of such failure is received by the Bank from the Required Noteholders;

(b)    except as otherwise provided in clause (a) above, the Bank (in any of its capacities) shall fail to perform or observe any term, covenant, agreement or undertaking hereunder or under any Note, which failure materially and adversely affects the rights of the Noteholders, and such failure shall remain unremedied for 60 days after the date on which written notice thereof has been given to the Bank by the Required Noteholders;

(c)    any representation or warranty made by the Bank (in any of its capacities) in this Agreement that at time of detection materially and adversely affects the rights of the Noteholders, shall prove to have been incorrect in any material respect when made or deemed made, and shall remain incorrect for a period of 60 days after the date on which written notice thereof has been given to the Bank by the Required Noteholders; or

(d)    an Insolvency Event shall occur with respect to the Bank;

provided, however, that an event or failure of performance described in clauses (a), (b) or (c) above for a period of thirty (30) Business Days (after giving effect to any applicable grace period set forth in such clause) shall not constitute an Event of Default if such event or failure of performance was caused by a Force Majeure Event.

(i)    that such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or

(ii)    a proceeding shall have been instituted in a court having jurisdiction over such Person or its property seeking a decree, judgment or order for relief in respect of such Person for all or substantially all of its property in an involuntary case commenced against such Person or its property under any applicable federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect for the relief of debtors, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for all or substantially all of its property, or for the winding-up or liquidation of its affairs and such proceeding shall result in the entry of an order for relief, judgment, or appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official which order, judgment or appointment shall remain unstayed or undismissed or in effect for a period of sixty (60) consecutive days; or

(iii)    the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar state, federal, or foreign law now or hereafter in effect, or such Person's consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for all or substantially all of its property, or the making of any general assignment for the benefit of creditors.

Mortgagor is subject to Bankruptcy or (iv) as to which the related Mortgaged Property is an REO Property; provided that a Liquidated Reference Obligation shall not be considered a "Non-Performing Reference Obligation".

Performing Reference Obligations as of the end of the calendar month preceding the Note Maturity Date or the Initial Redemption Date, as applicable, of the following amount with respect to each such Severely Sub-Performing Reference Obligation: the excess, if any, of (a) the sum of (1) the Unpaid Principal Balance of the Severely Sub-Performing Reference Obligation as of the end of the calendar month preceding the Note Maturity Date or the Initial Redemption Date, as applicable, (2) all accrued but unpaid interest on such Severely Sub-Performing Reference Obligation (to the extent that such accrued but unpaid interest has not been included in the Unpaid Principal Balance of such Severely Sub-Performing Reference Obligation) through the end of the calendar month preceding the Note Maturity Date or the Initial Redemption Date, as applicable, (3) the amount of all unreimbursed Servicing Advances in respect of such Severely Sub-Performing Reference Obligation that are not included in the Unpaid Principal Balance of such Severely Sub-Performing Reference Obligation as of the end of the calendar month preceding the Note Maturity Date or the Initial Redemption Date, as applicable, and (4) the amount of all payments that were the subject of a Forbearance and that have not previously been paid by the Mortgagor over (b) the value of the related Mortgaged Property as reported by the Redemption Calculation Agent pursuant to the Redemption Calculation Agent Agreement.

minus

(D)    if on any Payment Date the allocation of the Senior Principal Distribution Amount in accordance with the foregoing to the Class A-R1 Certificates would reduce the aggregate Certificate Principal Amount of the Class A-R1 Certificates to below zero, the distribution of the Senior Principal Distribution Amount to the Class A-R1 Certificates for such Payment Date will be limited to the portion necessary to reduce the aggregate Certificate Principal Amount of the Class A-R1 Certificates to zero.

and (ii) no Scheduled Payment is 120 days or more Delinquent as of such date, in each case, as specified in the Servicing Information Report. For the avoidance of doubt, a Sub-Performing Reference Obligation shall not include any Reference Obligation (i) as to which the related Mortgaged Property is in foreclosure as of such date, (ii) as to which the related Mortgagor is subject to Bankruptcy as of such date, (iii) as to which the related Mortgaged Property is an REO Property as of such date or (iv) that is a Liquidated Reference Obligation.

(1)    the Subordinate Percentage of the principal portion of each Scheduled Payment actually received on each Reference Obligation during the related Collection Period (including the principal portion of any Payaheads received during the related Collection Period);

(2)    the Subordinate Prepayment Percentage of the following amount:

(i)    the aggregate principal portion of the Principal Prepayments made by Mortgagors with respect to all Reference Obligations during the related Collection Period; plus

(ii)    each other unscheduled collection on the Reference Obligations, including any Insurance Proceeds and any Subsequent Recoveries, representing or allocable to recoveries of principal of the Reference Obligations and received during the related Collection Period; plus

(iii)    the aggregate Removal Price received during the related Collection Period for all applicable Reference Obligations or Liquidated Reference Obligations; and plus

(iv)    with respect to all Reference Obligations that became Liquidated Reference Obligations during the related Collection Period, the aggregate Net Liquidation Proceeds allocable to principal received with respect to such Liquidated Reference Obligations during such Collection Period;

minus

(v)    the sum of (1) the aggregate amount of Capitalized Amounts with respect to the Reference Obligations for the related Collection Period and (2) the aggregate amount of Subsequent Realized Losses with respect to the Reference Obligations for the related Collection Period;

provided, however, that

(B)    in addition, until the aggregate Certificate Principal Amount of the Class A-R1 Certificates is reduced to zero, if on any Payment Date the aggregate Certificate Principal Amount of the Class M-R4, Class M-R5 and Class B-R1 Certificates is zero (prior to any distributions or allocations on such Payment Date), the Senior Principal Distribution Amount for such Payment Date will include all principal collections on the Reference Obligations distributable on that Payment Date, and the Subordinate Principal Distribution Amount will be zero; provided, that, in the event the aggregate Certificate Principal Amount of the Class A-R1 Certificates has been reduced to zero or is reduced to zero, any remaining principal collections on the Reference Obligations distributable on that Payment Date will be included in the Subordinate Principal Distribution Amount for such Payment Date;

(C)    in addition, until the aggregate Certificate Principal Amount of the Class A-R1 Certificates is reduced to zero, if on any Payment Date the Six-Month Average Delinquent Balance, as a percentage of the aggregate Certificate Principal Amount of the Subordinate Certificates on such Payment Date (prior to any distributions or allocations on such Payment Date), equals or exceeds 25%, the Senior Principal Distribution Amount for such Payment Date will include all principal collections on the Reference Obligations distributable on that Payment Date, and the Subordinate Principal Distribution Amount will be zero; provided, that, in the event the aggregate Certificate Principal Amount of the Class A-R1 Certificates has been reduced to zero or is reduced to zero, any remaining principal collections on the Reference Obligations distributable on that Payment Date will be included in the Subordinate Principal Distribution Amount for such Payment Date; and

(D)    in addition, until the aggregate Certificate Principal Amount of the Class A-R1 Certificates is reduced to zero, if on any Payment Date the cumulative amount of Realized Losses (net of Subsequent Recoveries) incurred since the Closing Date through the end of the calendar month immediately preceding such Payment Date exceeds 15% of the Original Subordinate Certificate Principal Amount, the Senior Principal Distribution Amount for such Payment Date will include all principal collections on the Reference Obligations distributable on the Payment Date, and the Subordinate Principal Distribution Amount will be zero; provided, that, in the event the aggregate Certificate Principal Amount of the Class A-R1 Certificates has been reduced to zero or is reduced to zero, any remaining principal collections on the Reference Obligations distributable on that Payment Date will be included in the Subordinate Principal Distribution Amount for such Payment Date.

(b)    Terms and expressions not defined herein and that are defined in the Review Agreement, the Tranched Credit Default Swap or the Notes shall have the same meanings in this Agreement, except where the context requires otherwise.

(c)    Any references to Notes shall, unless the context otherwise requires, include any Registered Global Notes and Definitive Registered Notes.

(d)    Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding."

(e)    Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented or otherwise modified from time to time. Any reference in this Agreement to any law, statute, regulation, rule or other legislative action means such law, statute, regulation, rule or other legislative action (and any successor thereto) as amended, supplemented or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the permitted successors or assignees of such Person. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. References to any subsection, Section, Schedule or Exhibit are references to subsections, Sections, Schedules and Exhibits in or to this Agreement, unless otherwise specified. The term "including" means "including without limitation."

(f)    For purposes of this Agreement, (i) the Class M-R1 Certificates have the "lowest numerical Class designation" among the Classes of Subordinate Certificates, and the Class B-R1 Certificates have the "highest numerical Class designation" among the Classes of Subordinate Certificates and (ii) the "order of payment priority" of the Subordinate Certificates shall commence sequentially in the following order: the Class M-R1 Certificates, the Class M-R2 Certificates, the Class M-R3 Certificates, the Class M-R4 Certificates, the Class M-R5 Certificates and the Class B-R1 Certificates. For the avoidance of doubt the order of the Classes based on their numerical Class designations from lowest numerical Class designation to highest numerical Class designation is as follows: the Class M-R1 Certificates, the Class M-R2 Certificates, the Class M-R3 Certificates, the Class M-R4 Certificates, the Class M-R5 Certificates and the Class B-R1 Certificates.

(a)    The Bank hereby appoints the Securities Administrator to act, upon the terms and subject to the conditions set forth herein, as paying agent for the Notes and as registrar and transfer agent for the Registered Notes and any Definitive Registered Notes and to perform such other obligations and duties imposed upon it by the Notes and subject to the limitation described on the Notes and hereby, and the Securities Administrator hereby accepts such appointments. Computershare Trust Company, N.A. will perform its obligations as Securities Administrator through its Computershare Corporate Trust division (including, as applicable, any agents or affiliates utilized thereby).

(b)    The Securities Administrator shall have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Bank as may be mutually agreed upon by the Bank and the Securities Administrator. All of the terms and

provisions with respect to such powers and authority contained in the Notes are subject to and governed by the terms and provisions hereof.

(a)    The Bank shall from time to time, upon request of the Securities Administrator, deliver or cause to be delivered to the Securities Administrator a supply of blank Registered Global Notes as the Bank shall determine, bearing consecutive control numbers. Each Note shall have been executed by the manual or facsimile signature of an Authorized Representative of the Bank. The Securities Administrator will acknowledge receipt of the Notes delivered to it and will hold such blank Notes in safekeeping in accordance with its customary practice and shall complete, authenticate and deliver such Notes in accordance with the provisions hereof.

(b)    Any Note bearing the manual or facsimile signatures of persons who are Authorized Representatives of the Bank on the date such signatures are affixed shall bind the Bank after the completion, authentication and delivery thereof by the Securities Administrator, notwithstanding that such persons shall have ceased to hold office on the date such Note is so completed, authenticated and delivered by the Securities Administrator.

All instructions regarding the completion, authentication and delivery of Notes shall be given to the Securities Administrator by an Authorized Representative by e-mail, by facsimile transmission or by other written means acceptable to the Securities Administrator.

(a)    On the Closing Date, upon delivery of an order from an Authorized Representative of the Bank and the applicable Registered Global Notes, the Securities Administrator shall

(b)    The Securities Administrator shall provide DTC with such notifications, instructions or other information to be given by the Securities Administrator to DTC as may be required by this Agreement and the DTC Letter of Representations.

(a)    Subject to Section 6(b), on each Bank Remittance Date (other than the Bank Remittance Date related to the Note Maturity Date and any Bank Remittance Date during the Holdback Period), the Bank shall remit to the Distribution Account for payment to the Noteholders an amount equal to (i) the Current Interest for each Class of Notes as reduced by any allocations pursuant to Section 7 on such Payment Date and (ii) the Principal Payment Amount for each Class of Notes; provided that the Principal Payment Amount payable to any Class of Notes shall not exceed such Class' Class Principal Amount as reduced or increased, as applicable, by all allocations to such Class' Class Principal Amount pursuant to Section 7 on such Payment Date.

The Bank shall remit to the Distribution Account all amounts payable by it under this clause (a) pursuant to the following wiring instructions:

On each Bank Remittance Date during the Holdback Period, the Bank shall remit to the Distribution Account for payment to the applicable Noteholders of each outstanding Class of Notes on the related Payment Date an amount equal to the Current Interest for such outstanding Class of Notes.

On each Payment Date during the Holdback Period, immediately after making any interest payments on such Payment Date, the aggregate amount of Realized Losses for the related Collection Period shall be allocated in reduction of the Class Principal Amount of the outstanding Classes of Notes in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount of each Class of Notes is reduced to zero.

On the final Payment Date of the Holdback Period, the Final Redemption Adjustment Amount, if any, for such Payment Date shall be allocated to reduce the Class Principal Amount of the outstanding Classes of Notes in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount of each Class of Notes is reduced to zero.

In connection with the final Payment Date of the Holdback Period, the Bank shall also remit to the Distribution Account on the related Bank Remittance Date for distribution by the Securities Administrator to each outstanding Class of Notes an amount equal to the Principal Return Amount, which amount will be distributed by the Securities Administrator on such final Payment Date to each Class of Notes, concurrently, until each such Class' Class Principal Amount is reduced to zero; provided that the Principal Return Amount payable to any Class of Notes shall not exceed such Class' Class Principal Amount as reduced by the allocations set forth in the two immediately preceding paragraphs.

For the avoidance of doubt, for purposes of calculating Realized Losses during the Holdback Period, the only Reference Obligations that will be deemed to be in the Reference Portfolio are those Sub-Performing Reference Obligations that were used to calculate the related Holdback Amount.

(c)    Payments of amounts specified in this Section 6 shall be made by the Securities Administrator to the Noteholders (from amounts remitted to the Securities Administrator by the Bank) in accordance with the terms of this Agreement. In the case of Definitive Registered Notes, such payments

shall be made to each Noteholder as of the related Record Date by wire transfer in immediately available funds to an account specified in writing by such Noteholder and at the expense of such Noteholder or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date by any Noteholder, by check mailed to such Noteholder at the address that appears on the Note Register; provided, however, that the final distribution in respect of any Definitive Registered Note shall be made only upon presentation and surrender of such Note at the Securities Administrator's Corporate Trust Office; provided, further, that the foregoing provisions shall not apply to any Notes registered in the name of DTC or its nominee, in which case all payments made shall be made through DTC and its participants. Wire transfers will be made at the expense of the Noteholder requesting such wire transfer by deducting a wire transfer fee from the related payment. If any payment required to be made on the Notes would be payable pursuant to the terms of this Agreement on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day.

(d)    For purposes of this Agreement, distributions under this Section 6 owed by the Bank to the Noteholders of a Class of Notes shall be made to such Noteholders on a pro rata basis based on outstanding principal balance.

(e)    The Bank will use commercially reasonable efforts to enforce the Servicing Agreements, including in connection with any amendment or termination of a Servicing Agreement, and will exercise any discretion in connection with the Servicing Agreements in a manner consistent with the principles the Bank applies to the mortgage loans it owns, including the Reference Obligations. In the event of any termination of any Servicing Agreement, the Bank will use commercially reasonable efforts to enter into a replacement Servicing Agreement.

(i) to the Class A-R1 Certificates in reduction of such Class' Certificate Principal Amount, the Senior Principal Distribution Amount for such Payment Date;

(ii) to the Subordinate Certificates in reduction of the applicable Class' Certificate Principal Amount, the Subordinate Principal Distribution Amount for such Payment Date (together with any remaining Senior Principal Distribution Amount for such Payment Date that is not allocated to the Class A-R1 Certificates pursuant to the definition of "Senior Principal Distribution Amount"), in the following order of priority:

(iii) an aggregate amount equal to the aggregate amount of Realized Losses for the related Collection Period, first, to the Subordinate Certificates, in reduction of the applicable Class' Certificate Principal Amount in reverse order of the priority set forth in clauses (ii)(A) through (F) above until each such Class' Certificate Principal Amount has been reduced to zero, and second, to the Class A-R1 Certificates, in reduction of such Class' Certificate Principal Amount until such Class' Certificate Principal Amount has been reduced to zero;

(iv) the aggregate amount of Subsequent Recoveries for the related Collection Period, first, to the Class A-R1 Certificates and second, to each Class of Subordinate Certificates in the order of priority set forth in clauses (ii)(A) through (F) above, to increase the Certificate Principal Amount of each such Class of Certificates, but in each case by not more than the aggregate amount previously allocated to such Class of Certificates pursuant to clause (iii) above (including any such amounts allocated on the current Payment Date) net of increases to the Certificate Principal Amount on prior Payment Dates due to the allocation of Subsequent Recoveries on such prior Payment Dates;

(v) to the Class M-R1, Class M-R2, Class M-R3, Class M-R4, Class M-R5 and Class B-R1 Certificates, respectively, in reduction of such Class' Certificate Principal Amount, the amount allocated pursuant to Section 7(b), if any, to reduce the Class Principal Amount of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B Notes, respectively;

(vi) to the Class A-R1 Certificates to increase such Class' Certificate Principal Amount, an amount equal to the aggregate amount, if any, allocated to reduce the Certificate Principal Amount of the Class M-R1, Class M-R2, Class M-R3, Class M-R4, Class M-R5 and Class B-R1 Certificates pursuant to clause (v) above;

(vii) to the Class A-R1 Certificates to increase such Class' Certificate Principal Amount, an amount equal to, for each Reference Obligation that became a Liquidated Reference Obligation in the related Collection Period, the excess, if any, of (i) the Realized Loss for such Reference Obligation over (ii) the Unpaid Principal Balance of that Reference Obligation immediately prior to the determination that such Reference Obligation was a Liquidated Reference Obligation; and

(viii) to the Class A-R1 Certificates to increase such Class' Certificate Principal Amount, an amount equal to the excess, if any, of:

(i) first, to reduce the Current Interest distributable to the Class B Notes on such Payment Date until such amount has been reduced to zero;

(ii) second, to reduce the Class Principal Amount of the Class B Notes until such Class' Class Principal Amount has been reduced to zero;

(iii) third, to reduce the Current Interest distributable to the Class M-5 Notes on such Payment Date until such amount has been reduced to zero;

(iv) fourth, to reduce the Class Principal Amount of the Class M-5 Notes until such Class' Class Principal Amount has been reduced to zero;

(v) fifth, to reduce the Current Interest distributable to the Class M-4 Notes on such Payment Date until such amount has been reduced to zero;

(vi) sixth, to reduce the Class Principal Amount of the Class M-4 Notes until such Class' Class Principal Amount has been reduced to zero;

(vii) seventh, to reduce the Current Interest distributable to the Class M-3 Notes on such Payment Date until such amount has been reduced to zero;

(viii) eighth, to reduce the Class Principal Amount of the Class M-3 Notes until such Class' Class Principal Amount has been reduced to zero;

(ix) ninth, to reduce the Current Interest distributable to the Class M-2 Notes on such Payment Date until such amount has been reduced to zero;

(x) tenth, to reduce the Class Principal Amount of the Class M-2 Notes until such Class' Class Principal Amount has been reduced to zero;

(xi) eleventh, to reduce the Current Interest distributable to the Class M-1 Notes on such Payment Date until such amount has been reduced to zero; and

(xii) twelfth, to reduce the Class Principal Amount of the Class M-1 Notes until such Class' Class Principal Amount has been reduced to zero.

(i) all costs of arbitration including the cost and expenses of each arbitrator and the cost of each arbitration proceeding; and

(ii) the costs, expenses, attorneys' fees and other legal expenses of the Bank incurred in connection with each related dispute and each arbitration proceeding.

(a)    Definitive Registered Notes shall be issued only if permitted by applicable law and (i) in the case of a DTC Global Note, DTC notifies the Bank that it is unwilling or unable to continue as depositary for the DTC Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depositary is not appointed by the Bank within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) the Bank delivers to the Securities Administrator a written notice executed by an Authorized Representative that Registered Global Notes shall be exchangeable for Definitive Registered Notes or (iii) an Event of Default has occurred and is continuing with respect to any Registered Global Note and holders representing a majority in aggregate principal amount of such Registered Global Note advise the relevant clearing system through its participants in writing to cease acting as depositary for such Registered Global Note.

(b)    Upon the occurrence of any event specified in Section 8(a) which pursuant to the terms of a Registered Global Note requires the issuance of Definitive Registered Notes in exchange for the Registered Global Note, the Securities Administrator shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Registered Note(s) and, in accordance with the terms of the Registered Global Note, shall:

(c)    The Bank shall deliver to the Securities Administrator, upon the occurrence of any event specified in Section 8(a) which pursuant to the terms of a Registered Global Note requires the issue of Definitive Registered Notes, a sufficient number of Definitive Registered Notes executed by an Authorized Representative to enable the Securities Administrator to comply with its obligations under this Section 8.

(c)    At the option of the holder of a Registered Note, such Registered Note may be exchanged for other Registered Notes of any authorized denominations of an equal aggregate principal amount and of like tenor with identical terms and provisions, upon surrender of the Registered Note to be exchanged at the offices of the Securities Administrator. Whenever any Registered Notes are so surrendered for exchange, the Securities Administrator shall complete, authenticate and deliver the Registered Notes which the holder of the Registered Note making the exchange is entitled to receive. Except as provided in Section 8, owners of beneficial interests in a Registered Global Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Registered Notes and shall not be considered the owners or holders thereof under this Agreement.

(d)    Notwithstanding the foregoing, the Securities Administrator shall not register the transfer of or exchange (i) any Registered Note that has been called for redemption in whole or in part, except the unredeemed portion of any Registered Note being redeemed in part, (ii) any Registered Note during the period beginning at the opening of business two Business Days before the mailing of a notice of such redemption and ending at the close of business on the day of such mailing, or (iii) any Registered Global Note if the Securities Administrator obtains actual knowledge that such proposed transfer or exchange would violate any legend contained on the face of such Registered Global Note.

(e)    All Registered Notes issued upon any registration of transfer or exchange of Registered Notes shall be valid obligations of the Bank, evidencing the same debt, and entitled to the same benefits as the Registered Notes surrendered upon such registration of transfer or exchange.

(f)    No service charge shall be made to a holder of Registered Notes for any transfer or exchange of Registered Notes, but the Securities Administrator may require payment of a sum sufficient to cover any stamp or other tax, duty, assessment or governmental charge that may be imposed in connection therewith.

(g)    The Bank and the Securities Administrator, and any agent of the Bank or the Securities Administrator, may treat the holder in whose name a Registered Note is registered as the owner of such Registered Note for all purposes, whether or not such Registered Note be overdue, and neither the Bank, the Securities Administrator nor any such agent shall be affected by notice to the contrary except as required by applicable law.

(a)    The Securities Administrator shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the provisions of this Agreement.

(b)    The Securities Administrator shall be entitled to treat a telephone, e-mail or facsimile communication from a person purporting to be (and who the Securities Administrator, after making reasonable investigation, believes in good faith to be) an Authorized Representative as sufficient instruction and authority of the Bank for the Securities Administrator to act in accordance with Section 10(a).

(c)    Unless otherwise agreed in writing between the Bank and the Securities Administrator, each Note credited to the Securities Administrator's account with DTC following the delivery of a Registered Global Note to a custodian of DTC in accordance with clause (ii) of Section 5(a) shall be held to the order of the Bank. The Securities Administrator shall procure that the principal amount of Notes which the relevant purchaser has agreed to purchase is:

in each case only upon receipt by the Securities Administrator on behalf of the Bank of the purchase price due from the relevant purchaser with respect to such Notes.

(a)    The Securities Administrator shall advise the Bank, on the Draft Report Date, of the sum of (i) the total amount of any principal of, and interest due on, the Notes on the related Payment Date, (ii) the Securities Administrator Fee, the Redemption Calculation Agent Fee and the Reviewer Fees, and any expenses and indemnification amounts payable to the Securities Administrator, the Redemption Calculation Agent and the Reviewer, as applicable, on the related Payment Date and (iii) all amounts of which the Representative gave the Securities Administrator notice pursuant to Section 15(p) during the related Collection Period, and the Bank shall transfer, not later than the Payment Time on the Bank

(b)    Subject to payment being duly made as provided in Section 11(a), the Securities Administrator shall pay or cause to be paid (i) first, all amounts due with respect to the Notes on behalf of the Bank in the manner provided in the Notes and this Agreement, (ii) second, all amounts due to the Securities Administrator pursuant to this Agreement, (iii) third, all amounts due to the Reviewer pursuant to the Review Agreement on such Payment Date, (iv) fourth, all amounts due to the Redemption Calculation Agent pursuant to the Redemption Calculation Agent Agreement on such Payment Date and (v) fifth, all amounts of which the Representative gave the Securities Administrator notice pursuant to Section 15(p) during the related Collection Period. If any payment provided for in Section 11(a) is made late but otherwise in accordance with the provisions of this Agreement, the Securities Administrator shall nevertheless make payments with respect to the Notes as aforesaid following receipt by it of such payment.

(c)    On each Benchmark Determination Date, the Securities Administrator shall calculate the related Benchmark for the related Accrual Period.

(d)    If the Benchmark on a Benchmark Determination Date is the SOFR Rate, the Securities Administrator shall determine the SOFR Rate using the method described in the definition of "SOFR Rate".

Notwithstanding the foregoing, if the initial Unadjusted Benchmark Replacement is any rate other than Term SOFR and the Bank later determines that Term SOFR can be determined, the Bank may provide written notice thereof to the Securities Administrator, which notice shall state that Term SOFR shall be the new Unadjusted Benchmark Replacement and shall identify the Benchmark Replacement Adjustment to be used with respect to the next following Accrual Period and each Accrual Period thereafter.

If, on any date following receipt of a Benchmark Transition Event Notice, the Securities Administrator reasonably determines that the related Benchmark Replacement cannot be calculated, the Securities Administrator shall provide written notice thereof to the Bank. Upon receipt of such notice, the Bank shall use commercially reasonable efforts to identify a different Benchmark Replacement in accordance with the definition thereof, and if the Bank is unable to do so, the Benchmark for the related Accrual Period and each Accrual Period thereafter (until such time as the Bank confirms with the Securities Administrator that the related Benchmark Replacement can be calculated or the Bank is able to identify a different Benchmark Replacement) shall be the last rate calculated using the then-current Benchmark, as in effect for the immediately preceding Accrual Period.

(f)    In connection with any determination made by the Bank pursuant to Section 11(c) through Section 11(i) (or pursuant to any capitalized term used in Section 11(c) through Section 11(i) or in any such capitalized term), the Bank shall have the right to make Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes at any time, which changes shall not require the consent of the Securities Administrator or any Noteholder. The Bank shall provide written notice of any

such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes to the Securities Administrator and the Rating Agency.

(g)    Any determination made by the Bank with respect to a Benchmark Transition Event, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, SOFR Adjustment Conforming Changes or Corresponding Tenor and any calculation by the Securities Administrator of the applicable Benchmark with respect to a Payment Date, in each case, shall be final and binding on the Noteholders in the absence of manifest error.

(h)    Following receipt of a Benchmark Transition Event Notice, or written notice from the Bank of a re-determination of a Benchmark Replacement or a Benchmark Replacement Adjustment pursuant to Section 11(e) or the definitions thereof and/or receipt of written notice from the Bank of any Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes, the Securities Administrator shall provide such notice to the Noteholders promptly upon receipt thereof. Notwithstanding anything herein or in any other Basic Document to the contrary, upon the delivery of any such notice and the inclusion of such information in the Monthly Report, this Agreement and each other Basic Document shall be deemed to have been amended as necessary to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, SOFR Adjustment Conforming Changes and/or Benchmark Replacement Conforming Changes, as applicable, without satisfaction of any provision of Section 32 of this Agreement and without satisfaction of any amendment provision of any other Basic Document.

(i)    Any determination, decision or election made by the Bank pursuant to Section 11(c) through Section 11(i) (or pursuant to any capitalized term used in Section 11(c) through Section 11(i) or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, (x) shall be conclusive and binding on the Noteholders absent manifest error, (y) may be made in the Bank's sole discretion, and (z) notwithstanding anything to the contrary in this Agreement or any other Basic Document, shall be effective without the consent of any other transaction party or any Noteholder. Neither the Bank nor the Securities Administrator shall have any liability to any Noteholder or any other party for any losses, claims, damages, liabilities, forfeitures, fines, penalties, costs, fees or expenses sustained in connection with or as a result of any determination made by the Bank pursuant to Section 11(c) through Section 11(i) (or pursuant to any capitalized term used in Section 11(c) through Section 11(i) or in any such capitalized term) (including, without limitation, the determination to refrain from taking any action), and each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Bank and the Securities Administrator relating to any such determination by the Bank.

(j)    For the avoidance of doubt, in no event shall the Securities Administrator have any obligation in connection with (i) determining whether a Benchmark Transition Event has occurred, (ii) selecting any Benchmark Replacement or any Benchmark Replacement Adjustment, (iii) identifying any related Benchmark Replacement Date or (iv) determining or approving any Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes.

(a)    Not later than the fifth calendar day of the month of a Payment Date, the Bank shall deliver (i) to the Securities Administrator and the Reviewer the Servicing Information Report and (ii) to the Reviewer the Supplemental Servicing Report, if any, with respect to such Payment Date and the related Collection Period. On each Payment Date, based solely on the information delivered in the related Servicing Information Report, the Securities Administrator shall prepare and make available to the Bank and each Noteholder a written report that includes, at a minimum, the following information (to the extent received from the Bank):

(b)    The Securities Administrator shall make such report available each month via the Investor Reporting Website. Assistance in using the Investor Reporting Website may be obtained by calling the Securities Administrator's customer service desk at (866) 846-4526. Noteholders and other parties that are unable to use the Investor Reporting Website are entitled to have a paper copy mailed to them via first class mail by contacting the Securities Administrator and indicating such. In preparing or furnishing the foregoing information, the Securities Administrator shall be entitled to rely conclusively on the accuracy of the information and data regarding the Notes and the Reference Portfolio provided to the Securities Administrator by the Bank or any other party providing such information under the terms

hereof to the Securities Administrator, and the Securities Administrator shall not be obligated to verify, recompute, reconcile or recalculate any such information or data.

(c)    In conjunction with its report delivered pursuant to this Section 12(b) on each Payment Date, the Securities Administrator shall post to the Investor Reporting Website a listing of the individual Test results related to each Final Determination made available to it on or prior to the 18th day of the calendar month in which such Payment Date occurs (and which have not been previously posted to the Investor Reporting Website by the Securities Administrator). In no event shall the Securities Administrator (i) have any duty to redact such Test results, or (ii) have any liability in connection with the posting by it of any personally identifiable information contained in any such non-redacted Test results.

(d)    In addition, the Securities Administrator shall post to the Investor Reporting Website, (i) any notice of resignation of the Securities Administrator and, to the extent known, the name of any successor Securities Administrator and (ii) promptly upon receipt thereof, any notice of resignation received from the Reviewer or the Redemption Calculation Agent and the name of any successor Reviewer or successor Redemption Calculation Agent.

(e)    The Securities Administrator's responsibility for making the above information available to Noteholders is limited to the reliability, timeliness and accuracy of the information provided by any party providing such information under the terms hereof or any Basic Document to the Securities Administrator.

(f)    The Securities Administrator shall have the right to change the way such report is distributed in order to make such distributions more convenient or more accessible, and the Securities Administrator shall provide timely and adequate notification to such parties regarding any such changes.

(g)    For purposes of clause (C) of the definition of Regulatory Event, the Issuer shall provide the Securities Administrator with (i) all commercially reasonable details required to demonstrate the occurrence of such Regulatory Event (as determined by the Issuer in its reasonable discretion), and (ii) a certification from a senior officer of the Issuer's regulatory capital group validating the materiality of such Regulatory Event and any calculations made in connection with such Regulatory Event. The Issuer shall deliver such information and certification to the Securities Administrator by electronic mail to trustadministrationgroup@computershare.com (and until otherwise notified by the Securities Administrator, also to trustadministrationgroup@wellsfargo.com) with a subject reference “ Notice for Posting – WAB 2021-CL2 – Regulatory Event”. For the avoidance of doubt, the Securities Administrator shall have no obligation to confirm whether such information provided to it pursuant to the foregoing clause (i) represents all commercially reasonable details required to demonstrate the occurrence of such Regulatory Event, or to review or otherwise confirm the accuracy of such information.

(h)    The Securities Administrator shall make available to Noteholders the information provided by the Issuer pursuant to clause (g) above, including any applicable calculations, by posting such information to the Investor Reporting Website. If, within 30 calendar days of the information being made available to Noteholders, Noteholders owning more than half of the aggregate Class Principal Amount of the Notes (measured on an aggregate basis across all Classes of Notes) reject the determination by the Issuer that a Regulatory Event under clause (C) of the definition thereof has occurred, then the Issuer may not designate an Early Termination Date as a result of the occurrence of a Regulatory Event under such clause (C). For the avoidance of doubt, "Notes" in the previous sentence does not include the Class A-R1 Certificates.

(a)    The Securities Administrator shall establish, on or before the Closing Date, and shall thereafter maintain, the Distribution Account, and shall hold the Distribution Account and all money and other property therein in trust for the benefit of the Noteholders. Funds on deposit in the Distribution Account may be invested by the Securities Administrator in Eligible Investments, which shall mature not later than the Business Day prior to the related Payment Date. All income and gain realized from any such Eligible Investments with respect to the Distribution Account shall be compensation to the Securities Administrator. In addition and notwithstanding anything to the contrary contained in this Agreement, the

Securities Administrator shall be strictly liable for any losses incurred in respect of any such Eligible Investments and shall deposit from its own funds the amount of such losses into the Distribution Account, without any right of reimbursement therefor (including under Section 21), immediately as realized. The Securities Administrator may not invest in any Eligible Investments that have an effective interest rate of less than 0%.

(b)    The Distribution Account (including income, if any, earned on the investment of funds in such Distribution Account) for U.S. federal income tax reporting and withholding purposes will be owned by the Bank (the "Account Owner"). The Account Owner shall provide Computershare Trust Company in its capacity as Securities Administrator with (i) an IRS Form W-9 by the Closing Date and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of Computershare Trust Company as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes to the Account Owner and (b) to permit Computershare Trust Company to fulfill its tax reporting obligations under applicable law with respect to the Distribution Account or any amounts paid to the Account Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect (including without limitation in connection with the transfer of any beneficial ownership interest in the Bank), the Account Owner shall timely provide to the Securities Administrator accurately updated and complete versions of such IRS forms or other documentation. Computershare Trust Company, both in its individual capacity and in its capacity as Securities Administrator, shall have no liability to the Account Owner or any other person in connection with any tax withholding amounts paid or withheld from the Distribution Account pursuant to applicable law arising from the Account Owner's failure to timely provide an accurate, correct and complete IRS Form W-9 or such other documentation contemplated under this paragraph.

(c)    The Securities Administrator shall file or cause to be filed, such tax information returns with federal and state taxing authorities, and provide or cause to be provided such tax information statements to the Noteholders, as are required by the Internal Revenue Code of 1986, any equivalent provisions of state law and local law, and any regulations or other administrative guidance issued thereunder, including making, or causing to be made, any reports or providing, or causing to be provided, any information relating to interest, original issue discount and market discount or premium relating to the Notes. The Securities Administrator shall also report or cause to be reported to the Noteholders, whether or not required by federal or state taxing authorities and applicable law, all other items, without netting, that may be necessary for the Noteholders to accurately calculate their taxable income or loss. The Securities Administrator shall also provide or cause to be provided, to the Internal Revenue Service, a Form 8811 within thirty (30) days after the Closing Date.

(d)    If the bank holding the Distribution Account on behalf of the Securities Administrator is downgraded below an Investment Grade Rating, then the Securities Administrator will promptly appoint a replacement bank with at least an Investment Grade Rating to hold the Distribution Account.

(c)    If any Notes are to be redeemed prior to their Stated Maturity Date in accordance with Section 14(a) or (b), the Bank shall notify the Securities Administrator not less than 20 calendar days prior to the Optional Purchase Date or Initial Redemption Date, as applicable, of the Bank's election to redeem such Notes.

(d)    Notice of redemption shall be given by the Securities Administrator, at the Bank's expense, not less than 10 calendar days prior to the Optional Purchase Date or Initial Redemption Date, as applicable, to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given (i) for any Book-Entry Note, pursuant to the then-current requirements of DTC, or (ii) for any Definitive Registered Note, by first-class mail, postage prepaid, to each holder's address appearing in the Note Register as of the related Record Date. All notices of redemption shall identify that the Notes are being redeemed in accordance with this Section 14.

(e)    Notice of redemption having been given as described above, (i) the Notes to be so redeemed pursuant to Section 14(b) shall, on the related Payment Date, be payable as set forth in Section 14(f) and (ii) the Notes to be so redeemed pursuant to Section 14(a) shall, on the related Payment Date, become due and payable on such date and cease to bear interest. Final payment on any Definitive Registered Note shall occur upon surrender of such Note for redemption on or after the Optional Purchase Date, in the case of a redemption pursuant to Section 14(a), and on or after the last Payment Date of the Holdback Period, if any, in the case of a redemption pursuant to Section 14(b). Upon such surrender, the Securities Administrator shall pay or cause to be paid to such Notes on the related Payment Date any final payment made by the Bank for the account of such Notes. In the case of a redemption pursuant to Section 14(b), any outstanding Notes shall be due and payable on the last Payment Date of the Holdback Period, if any, and shall cease to bear interest after such date.

On each Bank Remittance Date during the Holdback Period, the Bank shall remit to the Distribution Account for payment to the applicable Noteholders of each outstanding Class of Notes on the related Payment Date an amount equal to the Current Interest for such outstanding Class of Notes.

On each Payment Date during the Holdback Period, immediately after making any interest payments on such Payment Date, the aggregate amount of Realized Losses for the related Collection Period shall be allocated in reduction of the Class Principal Amount of the outstanding Classes of Notes in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount of each Class of Notes is reduced to zero.

On the final Payment Date of the Holdback Period, the Final Redemption Adjustment Amount, if any, for such Payment Date shall be allocated to reduce the Class Principal Amount of the outstanding Classes of Notes in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount of each Class of Notes is reduced to zero.

In connection with the final Payment Date of the Holdback Period, the Bank shall also remit to the Distribution Account on the related Bank Remittance Date for distribution by the Securities Administrator to each outstanding Class of Notes an amount equal to the Principal Return Amount, which amount will be distributed by the Securities Administrator on such final Payment Date to each Class of Notes, concurrently, until each such Class' Class Principal Amount is reduced to zero; provided that the

Principal Return Amount payable to any Class of Notes shall not exceed such Class' Class Principal Amount as reduced by the allocations set forth in the two immediately preceding paragraphs. For the avoidance of doubt, if the related redemption occurs as a result of a Regulatory Event specified in clause (A) or (B) of the definition of Regulatory Event, there will be no Holdback Period and the Bank shall only be required to remit the Initial Redemption Payment Amount for distribution on the Initial Redemption Date, and the foregoing sentences of this paragraph shall not be applicable.

    For the avoidance of doubt, for purposes of calculating Realized Losses during the Holdback Period, the only Reference Obligations that will be deemed to be in the Reference Portfolio are those Sub-Performing Reference Obligations that were used to calculate the related Holdback Amount.

(g)    If within one year after the Notes become due and payable under this Section 14 any such Notes still have not been surrendered for cancellation, the Securities Administrator, subject to any applicable escheatment laws, shall distribute any funds payable to such Notes remaining in the Distribution Account to the Bank, and thereafter the Securities Administrator shall have no liability with respect to such funds and the related Noteholders shall look solely to the Bank for payment with respect to such Notes.

(a)    Upon its receipt of actual knowledge or written notice of the occurrence of a Review Trigger with respect to a Reference Obligation, the Securities Administrator shall request a Review of the related Reference Obligation by providing the Reviewer with a completed Review Trigger Notice, a copy of which concurrently shall be provided to the Bank.

(b)    The Review, together with any arbitration proceeding pursuant to this Section 15 related to such Review, shall be the sole method to determine whether any Reference Obligation does not meet the Eligibility Criteria and to determine whether or not a Material Test Failure exists, and none of the parties to this Agreement nor the Noteholders may seek judicial review of any such determination. In particular, the Noteholders by purchasing their Notes agree to the Tests specified in the Review Agreement and the considerations to be considered by the Reviewer in determining whether or not a Material Test Failure has occurred.

(c)    Notwithstanding anything to the contrary herein or otherwise, the Securities Administrator shall not have any obligation to monitor or ensure compliance by the Reviewer or the Bank with the timelines for performance of their respective duties in connection with any Review. The duty of the Securities Administrator to provide any notice or information in connection with a Review shall be entirely contingent on its timely receipt of any required, necessary or relevant information or materials from the party responsible for delivery thereof.

(e)    With respect to each Preliminary Determination, Final Determination and Arbitration Determination of which the Securities Administrator received written notice during the prior calendar month, the Securities Administrator shall include in each report delivered pursuant to Section 12, to the extent such information was included in the notices received by it, a reference to each eligibility criterion that was the subject of such determination and whether or not such determination concluded that a Material Test Failure occurred.

(f)    Neither the Securities Administrator nor any Noteholder shall have any right to, and each of the Securities Administrator and each Noteholder shall not, make a request to the Bank to cure or remove a Reference Obligation for failure to meet any of the Eligibility Criteria or enforce any related obligations of the Bank unless the Reviewer has made a Final Determination of a Material Test Failure with respect to a Test in a Review of such Reference Obligation.

(g)    It is understood and agreed that the obligation of the Bank to cure or to remove any related Reference Obligation that does not satisfy the Eligibility Criteria shall constitute the sole remedy against such party that is available to any Noteholder, any party to this Agreement or any other Person in respect thereof, including for any failure by the Bank to give notice of any failure by any Reference Obligation to satisfy the Eligibility Criteria.

(h)    Upon the Bank's determination that any Reference Obligation did not satisfy the Eligibility Criteria, the Bank shall be permitted, in its sole discretion (but shall not be obligated), to elect to remove such Reference Obligation in accordance with the terms of the Tranched Credit Default Swap. Upon such removal, none of the Noteholders, the parties hereto or any other Person shall have any recourse against the Bank in respect of the failure of the related Reference Obligation to satisfy any of the Eligibility Criteria.

(i)    If an Arbitration Notice is delivered pursuant to Section 15(d), such dispute related to the Final Determination shall be subject to mandatory arbitration. Arbitration proceedings with respect to one or more unresolved disputes may be commenced only during an Arbitration Month, and all matters with respect to which an Arbitration Notice has been delivered and with respect to which arbitration proceedings have not commenced shall be subject to arbitration proceedings commencing in the next Arbitration Month.

(k)    A single arbitrator shall be selected by the Bank and the Representative, and such arbitrator shall be a member of the CPR Panels of Distinguished Neutrals and, to the extent possible, have experience in residential mortgage loan underwriting procedures and arbitrating disputes related to the financial services industry. The Bank and the Representative, including their attorneys or representatives, shall not have any ex parte communications with the arbitrator during the pendency of any arbitration, except that a party may have communications in connection with the appointment of the designated arbitrator. The arbitrator shall not have any actual or potential conflict of interest in deciding or hearing any dispute. The arbitrator shall have no authority to amend or modify the terms of this Agreement (or any of the documents executed in connection herewith). The arbitration hearing shall take place by video conference unless the Bank and the Representative agree otherwise.

(l)    The arbitrator shall resolve the dispute for which an Arbitration Notice has been delivered. The arbitrator shall resolve the dispute on the basis of the related Review Materials and the written correspondence between the Bank and the party asserting that the Eligibility Criteria were not satisfied (including any supporting materials attached to such correspondence) conveyed by either such party to the other in connection with the dispute prior to the delivery of the notice to commence arbitration, with no additional discovery. In the case of an arbitration involving the Bank, the arbitrator shall apply the Tests, together with any other procedures and considerations specified in the Review Agreement in connection with the Reviewer's determination of whether a Material Test Failure occurred, in determining whether the Final Determination of the Reviewer should be overturned, but the arbitrator shall overturn such Final Determination only if it finds that the Reviewer's Final Determination was (i) clearly arbitrary and capricious, (ii) clearly erroneous or (iii) made without properly following the Tests and the other procedures, considerations and guidelines specified in the Review Agreement in all material respects in connection with the Reviewer's determination of whether a Material Test Failure occurred.

(m)    If additional evidence has been introduced in an arbitration proceeding, the arbitrator may submit such evidence to the Reviewer and direct the Reviewer to perform any applicable Tests. The arbitrator may take those Test results into consideration in making a decision. The Reviewer will be compensated by the Bank in accordance with the Review Agreement for any time spent in connection with such activities.

(n)    The decision of the arbitrator shall be final and binding. The arbitration proceeding shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and the prevailing party may seek to enforce the judgment of the arbitrator exclusively in any state or federal court of competent jurisdiction in any State of the United States of America. The non-prevailing party may not seek judicial review of any finding, decision or judgment by the arbitrator.

(p)    Initially, the Bank shall pay 100% of the costs and expenses of the arbitrator and the costs of the arbitration proceeding, in each case, to the extent such costs and expenses are payable prior to the conclusion of the related arbitration proceeding, and each of the Bank and the Representative shall bear their own respective costs, expenses, attorneys' fees and other legal expenses in connection with any arbitration proceeding under this Section 15. However, if the Bank is the non-prevailing party (as determined by the arbitrator subject to the last sentence of this clause (p)), the Bank shall (i) bear all costs of arbitration including the cost and expenses of the arbitrator and the cost of the arbitration proceeding and (ii) reimburse the Representative for its costs, expenses, attorneys' fees and other legal expenses incurred in connection with the related dispute and arbitration proceeding (including, if the Representative is the prevailing party, any expenses of any party hired by the Representative to perform a breach review in respect of the related Reference Obligation), provided that the Bank shall not be required to reimburse pursuant to this clause (ii) more than $25,000 of the aggregate amount of such costs, expenses, attorneys' fees and legal expenses in respect of each related Reference Obligation that was the subject of such dispute and arbitration proceeding (which, for the avoidance of doubt, shall be exclusive of the fee due to the arbitrator). If the Bank is the prevailing party (as determined by the arbitrator subject to the last sentence of this clause (p)), the sum of (i) all costs of arbitration including the cost and expenses of the arbitrator and the cost of the arbitration proceeding and (ii) the costs, expenses, attorneys' fees and other legal expenses of the Bank incurred in connection with the related dispute and arbitration proceeding shall be allocated to reduce the Current Interest payable on the Classes of Notes in accordance with Section 7(e) hereof. The Bank and the Representative shall use reasonable efforts to locate an arbitrator that will agree to be retained in connection with an arbitration proceeding hereunder for a fee of $25,000 or less; provided, however, that if the Bank and the Representative cannot locate an arbitrator that will agree to

such fee, then such fee limit shall not apply. In the event that multiple Reference Obligations for which an Arbitration Notice has been delivered are subject to the same arbitration proceeding, then the prevailing party shall be the party whose position prevails with respect to more than 50% of such Reference Obligations, measured by the number of such Reference Obligations without regard to any Reference Obligation's Unpaid Principal Balance.

(q)    If the Representative is the prevailing party, the Representative shall submit to the Securities Administrator and the Bank a copy of all documented costs and expenses and a copy of all invoices representing costs, expenses, attorneys' fees and other legal expenses incurred in connection with the arbitration proceeding, and the Securities Administrator shall pay such costs, expenses, attorneys' fees and legal expenses to the Representative within 30 days of receipt of such documents subject to Section 15(p) hereof and subject to the Bank's payment of such amount to the Securities Administrator pursuant to Section 11(a) hereof. Any dispute as to the recoverable amount of the Representative's costs, expenses, attorneys' fees and other legal expenses, shall be resolved by the arbitrator.

(r)    In connection with any termination of the Reviewer pursuant to the second paragraph of Section 3.04(c) of the Review Agreement that results in the Termination Fee (as defined in the Review Agreement) being payable to the Reviewer during the related Collection Period, the amount of that Termination Fee shall be paid to the Securities Administrator by the Directing Noteholders or Majority Directing Noteholders, as applicable, that directed the Securities Administrator to remove the Reviewer.

(a)    On behalf of and at the request and expense of the Bank, the Securities Administrator shall give all notices required to be given by the Bank in accordance with the Notes.

(b)    All notices shall be mailed by the Securities Administrator by first-class mail, postage prepaid, to the holders thereof at their addresses appearing in the Note Register.

(a)    All Notes which are redeemed pursuant to the provisions of this Agreement shall be cancelled by the Securities Administrator upon the Securities Administrator acquiring possession of the security certificates representing such Notes.

(b)    A certificate stating the following shall be given to the Bank by the Securities Administrator as soon as reasonably practicable after receipt by the Securities Administrator of written request therefor:

(c)    Subject to being duly notified in due time, the Securities Administrator shall, upon the written request of the Bank, give a certificate to the Bank, within three months of the date of redemption and cancellation of Notes as aforesaid, stating the principal amount of Notes so redeemed and cancelled.

(d)    The Securities Administrator shall dispose of (in accordance with its customary procedures) all cancelled Notes (unless otherwise instructed by the Bank) and, promptly upon destruction, furnish the Bank upon its written request, a certificate of the serial numbers of the Notes so disposed of.

(e)    Without prejudice to the obligations of the Securities Administrator pursuant to Section 17(b), the Securities Administrator shall keep a full and complete record of all Notes and of all replacement Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The

Securities Administrator shall at all reasonable times upon reasonable prior request make such record available to the Bank and any person authorized by any of them for inspection and for the taking of copies thereof or extracts therefrom.

(f)    All records and certificates made or given pursuant to this Section 17 and Section 18 shall make a distinction between Notes of each Class, as appropriate.

(a)    The Bank will cause a sufficient quantity of additional forms of Notes to be available, upon request, to the Securities Administrator at its specified office for the purpose of issuing replacement Notes as provided below.

(b)    The Securities Administrator will, subject to and in accordance with the terms of the Notes and the following provisions of this Section 18, cause to be delivered any replacement Notes which the Bank may determine to issue in place of Notes which have been lost, stolen, mutilated, defaced or destroyed.

(c)    The Securities Administrator shall not issue any replacement Note unless and until the applicant therefor shall have:

(d)    The Securities Administrator shall cancel any mutilated or defaced Notes with respect to which replacement Notes have been issued pursuant to this Section 18 and shall furnish the Bank with a certificate stating the serial number(s) (if known) of the Notes so cancelled and, unless otherwise instructed by the Bank in writing, shall dispose of (in accordance with its customary procedures) such cancelled Notes and furnish the Bank with a disposal certificate containing the information specified in Section 18(c).

(e)    The Securities Administrator shall, on issuing any replacement Note, promptly inform the Bank of the serial number of such replacement Note issued and (if known) of the serial number of the Note in place of which such replacement Note has been issued.

The Securities Administrator shall, for as long as any Note remains outstanding, hold copies of this Agreement, the Private Placement Memorandum (as amended or supplemented from time to time), each Basic Document, the Bank's Articles of Association and By-Laws, as amended or restated from time to time, and any documents incorporated by reference into the Private Placement Memorandum available for inspection. For this purpose, the Bank shall furnish the Securities Administrator with sufficient copies of each of such documents.

(a)    The Bank shall indemnify Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Securities Administrator, and its directors, officers, employees and agents for any claim, loss, liability, damage, cost, fee or expense (including, without limitation, reasonable

attorneys' fees and disbursements) incurred or expended without negligence, bad faith or willful misconduct on its or their part (as determined by a court of competent jurisdiction), arising directly out of, or directly in connection with (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves, or on behalf of the Bank, any dispute or legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Bank, this Agreement or the Notes, (b) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Computershare Trust Company, N.A. for such purpose) of any indemnification or other obligation of the Bank (the indemnification afforded under this clause (b) to include, without limitation, any legal fees, costs and expenses incurred by Computershare Trust Company, N.A. in connection therewith), or (c) the performance of any or all of its or their duties and responsibilities or the exercise or lack of exercise of any or all of its or their powers, rights or privileges under this Agreement.

(b)    The Securities Administrator shall not be liable for any action taken or omitted hereunder except for its own negligence, bad faith or willful misconduct or that of its officers or employees.

(c)    The benefits of this Section 21 shall survive the termination or assignment of this Agreement and the resignation or removal of the Securities Administrator.

The Securities Administrator shall, subject to any applicable escheatment laws, repay to the Bank sums equivalent to any amounts paid by the Bank to the Securities Administrator for the payment of principal (and premium, if any) or interest with respect to any Registered Notes and remaining unclaimed at the end of one year after the principal of such Registered Notes shall have become due and payable (whether at the Stated Maturity Date or otherwise) and monies sufficient therefor shall have been duly made available for payment, provided that there is no outstanding, bona fide and proper claim with respect to such amounts. Upon such repayment, all liability of the Securities Administrator with respect to such funds shall cease, and thereafter any applicable owner or holder of Notes shall look solely to the Bank for payment of such amounts.

(a)    The Securities Administrator shall be entitled to deal with money remitted to the Distribution Account by the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:

(b)    In acting hereunder and in connection with the Notes, the Securities Administrator shall act solely as an agent of the Bank and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, except that all funds held by the Securities Administrator for payment to the Noteholders shall be held in trust and applied as set forth herein, but need not be segregated from other funds except as required by law.

(c)    The Securities Administrator hereby undertakes to the Bank to perform such duties, and only such duties, as are specifically set forth in this Agreement, in the Notes and in the other Basic Documents. No implied duties or obligations shall be read into this Agreement, the Notes or the other Basic Documents against the Securities Administrator, and any permissive right of the Securities Administrator provided for in this Agreement shall not be construed as a duty of the Securities Administrator.

(d)    The Securities Administrator may consult with legal and other professional advisers and the written opinion of such advisers, rendered in good faith, shall be full and complete protection with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the opinion of such advisers.

(e)    The Securities Administrator may conclusively rely upon, and shall be protected and incur no liability for any action taken, omitted or suffered by it in reliance upon, any instruction, request or order from the Bank or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties.

(f)    The Securities Administrator and its officers, directors and employees may become the owner of, or acquire any interest in, any Notes with the same rights that such Person would have if the Securities Administrator were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Bank and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or in connection with any other obligations of the Bank as freely as if the Securities Administrator was not appointed hereunder.

(g)    The Securities Administrator shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

(h)    In no event shall the Securities Administrator be responsible or liable for any special, indirect, punitive or consequential losses or damages of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Securities Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)    The Securities Administrator shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer or other officers thereof unless it shall be proved that the Securities Administrator was negligent in ascertaining the pertinent facts (as determined by a court of competent jurisdiction).

(j)    The Securities Administrator shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(k)    The Securities Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the requisite percentage of the Noteholders, and if no percentage is specified in connection with a particular direction, a majority in principal amount of the Notes then Outstanding.

(l)    The Securities Administrator shall not be responsible for any act or omission of the Bank in any of its capacities under the Basic Documents.

(m)    The Securities Administrator shall have no duty (i) to record or file this Agreement or (ii) to prepare or file any financing statement, continuation statement or similar filing to maintain the same.

(n)    Knowledge or information acquired by Computershare Trust Company, N.A. in its capacity as Securities Administrator hereunder or under any Basic Document shall not be imputed to any Affiliate of Computershare Trust Company, N.A. and vice versa.

(o)    The Securities Administrator shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (provided the same appears regular on its face), unless requested in writing to do so by the Noteholders of a majority in principal amount of the Notes then Outstanding; provided, however, that, if the payment within a reasonable time to the Securities Administrator of the expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Securities Administrator, not reasonably assured to the Securities Administrator by the security afforded to it by the Noteholders providing such direction, the Securities Administrator may require reasonable indemnity against such expense or liability or payment of such estimated expenses from the Noteholders as a condition to proceeding, and the reasonable expense of such investigation shall be paid by the Noteholders requesting such investigation.

(p)    The Securities Administrator may execute any of the trusts or powers hereunder or perform any of its duties hereunder either directly or by or through agents, custodians or attorneys, which agents, custodians or attorneys shall have any and all of the rights, powers, duties and obligations of the Securities Administrator conferred on them by such appointment; provided, that the Securities Administrator shall continue to be responsible for its duties and obligations hereunder to the extent provided herein.

(q)    Other than with respect to any information that the Securities Administrator has an express duty hereunder to review, the Securities Administrator shall not be deemed to have knowledge of any fact or matter for purposes of this Agreement unless a Responsible Officer of the Securities Administrator (i) has actual knowledge thereof or (ii) receives written notice with respect thereto.

(r)    In connection with any request that the Securities Administrator take any action or refrain from taking any action not expressly authorized herein, the Securities Administrator may request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer's certificate of the Bank or an opinion of counsel.

(s)    The Securities Administrator shall have no obligation to take any action that is not in accordance with applicable law.

(t)    The Securities Administrator shall not be liable for any loss or damage, or any failure or delay in the performance by it of any of its obligations hereunder, to the extent such loss, damage, failure or delay is the result of a Force Majeure Event; provided that the Securities Administrator used reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(u)    The recitals contained in this Agreement and in the Notes (other than the signature of authentication of the Securities Administrator on the Notes) shall not be taken as statements of the Securities Administrator, and the Securities Administrator makes no representation as to the validity or sufficiency of the Notes.

(v)    The Securities Administrator shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Securities Administrator obtains actual knowledge of such event or a Responsible Officer of the Securities Administrator receives written notice thereof, and in the absence of such actual knowledge or written notice the Securities Administrator shall have no obligation to determine whether any Event of Default has occurred.

(w)    Notwithstanding anything herein to the contrary, in no event shall the Securities Administrator be required to perform services under this Agreement, or to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the timely payment of its fees and expenses or the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(x)    To the extent the Securities Administrator determines that any substantial ambiguity exists in the interpretation of any definition, provision or term contained in this Agreement pertaining to the performance of its duties hereunder, or to the extent more than one methodology can be used to make any of the determinations or calculations to be performed by the Securities Administrator hereunder, the Securities Administrator may request written direction from the Bank as to the interpretation or methodology it should adopt with respect thereto. The Bank shall promptly provide such written direction, and the Securities Administrator shall be entitled conclusively to rely upon, and shall be protected and held harmless in acting upon, such written direction.

(a)    If the Securities Administrator is required to appoint a successor Reviewer pursuant to Section 3.04 of the Review Agreement at the direction of Noteholders having in the aggregate Note

(b)    The Securities Administrator shall not be responsible for determining whether any proposed successor Reviewer is a Qualified Reviewer, and shall be entitled to conclusively rely, without further investigation, on any representation from a proposed successor Reviewer that it is a Qualified Reviewer.

(c)    If the Securities Administrator receives written instruction and satisfactory indemnity from Noteholders having in the aggregate Note Percentages of at least 50%, the Securities Administrator shall, upon 90 days' written notice, remove the Redemption Calculation Agent, and the Bank shall appoint a successor Redemption Calculation Agent.

(a)    The Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Securities Administrator (whichever is later), there will at all times be a Securities Administrator. Any change in Securities Administrator contemplated in this Section 25 shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 days' prior notice thereof shall have been given to the Noteholders in accordance with Section 16; provided that no such change shall take effect (except in the case of insolvency) within 5 days before or after any Payment Date.

(b)    The Securities Administrator may (subject to the provisions of Section 25(d)) at any time resign as Securities Administrator by giving 60 days' advance written notice to the Bank or such shorter period as shall be acceptable to the Bank.

(c)    The Securities Administrator may (subject to the provisions of Section 25(d)) be removed at any time upon 30 days' advance written notice from the Bank, unless the Securities Administrator shall have failed to perform its obligations under this Agreement in which case the Securities Administrator may be removed by the Bank by the delivery to the Securities Administrator of written notice by the Bank specifying such removal and, to the extent known, identifying the designated successor Securities Administrator.

(d)    Any resignation under Section 25(b) or removal under Section 25(c) shall only take effect upon the appointment by the Bank of a successor Securities Administrator. If, by the day falling 10 days

before the expiration of any notice under Section 25(b) or Section 25(c), as applicable, the Bank has not appointed a successor Securities Administrator, then the Securities Administrator shall be entitled, on behalf of and at the expense of the Bank, either to appoint as a successor securities administrator such reputable financial institution of good standing as it may reasonably determine to be capable of performing the duties of the Securities Administrator hereunder, or to petition a court of competent jurisdiction to appoint a successor securities administrator. The Bank shall promptly provide written notice of any such appointment of a successor Securities Administrator to the Rating Agency.

(e)    In case at any time the Securities Administrator (i) resigns under Section 25(b) or (ii) is removed under Section 25(c) (including in connection with any Insolvency Event), a successor securities administrator may be appointed by the Bank by an instrument in writing signed by the successor securities administrator. Upon the appointment of a successor securities administrator pursuant to Section 25(d) or this Section 25(e), the Securities Administrator so superseded shall cease to be the Securities Administrator hereunder.

(f)    Upon its resignation or removal becoming effective, the Securities Administrator shall:

(g)    Upon its appointment becoming effective, a successor Securities Administrator shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trust, immunities, duties and obligations of such predecessor with like effect as if originally named as Securities Administrator hereunder.

Any corporation into which the Securities Administrator may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Securities Administrator shall be a party, or any corporation to which the Securities Administrator shall sell or otherwise transfer all or substantially all its assets shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Securities Administrator under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto (except that the Bank may require the execution of documentation reflecting the assumption by any such successor of the obligations of the Securities Administrator hereunder), and after said effective date all references in this Agreement to the Securities Administrator shall be deemed to be references to such successor corporation. Notice of any such merger, consolidation or transfer shall promptly be given to the Bank by the Securities Administrator.

Following receipt of notice of resignation from the Securities Administrator and promptly upon appointing a successor Securities Administrator or on giving notice to terminate the appointment of the Securities Administrator, the Bank shall give or cause to be given not less than 10 days' notice thereof to the Noteholders in accordance with Section 16. The Bank shall promptly provide written notice to the Rating Agency of (i) the Bank's receipt of any notice of resignation from the Securities Administrator or (ii) the Bank's providing notice of termination to the Securities Administrator.

If the Securities Administrator determines to change its Corporate Trust Office it shall give to the Bank written notice of such determination giving the address of the new Corporate Trust Office (which

shall be in the United States) and stating the date on which such change is to take effect, which shall not be less than 10 days thereafter. The Securities Administrator shall also give notice thereof to the Noteholders in accordance with Section 16 within 30 days of such change in its Corporate Trust Office.

Any notice or communication given hereunder shall be sufficiently given or served (i) if to the Bank, delivered to the relevant address specified on the signature page hereof and (ii) if to the Securities Administrator, delivered to the Corporate Trust Office. In the case of (i) or (ii), if such notice or communication is delivered as set forth in the preceding sentence, it shall be deemed to have been given at the time of receipt by the applicable party.

This Agreement shall terminate upon the earlier of (i) the distribution by the Securities Administrator to the Noteholders of the amount that reduces each Class' Class Principal Amount to zero and (ii) subject to any applicable escheatment laws, the distribution by the Securities Administrator to the Bank of any funds pursuant to Section 14(g).

For the avoidance of doubt, without limiting any rights of the Bank with respect to its rights to the proceeds arising from the sale of the Notes, each Noteholder by purchasing an interest in a Note hereby grants a security interest in all of such Noteholder's right, title and interest in, to and under the proceeds arising from the sale of the Notes, and for all purposes this Agreement shall constitute a security agreement and collateral agreement.

conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon the Notes. It will not be necessary for the consent of the holders of Notes to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The Bank shall promptly provide written notice of any such amendment to the Rating Agency.

(b)    Prior to entering into any amendment, the Securities Administrator shall be provided with an opinion of counsel (at the expense of the Bank) to the effect that such amendment is permitted under this Section 32 and all conditions precedent thereto have been met. All expenses of the Securities Administrator incurred in connection with any amendment (including without limitation reasonable attorneys' fees) shall be paid by the Bank. Prior to the execution of any amendment pursuant to this Section 5.01, the Bank shall provide written notification of the substance of such amendment to the Rating Agency, and promptly after the execution of any such amendment, the Bank shall furnish a copy of such amendment to the Rating Agency.

(c)    It shall not be necessary for the consent of Noteholders under this Section 32 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Securities Administrator may prescribe.

(d)    A meeting of holders of Notes may be called at any time and from time to time to make, give or take any request, demand authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes to be made, given or taken by holders of Notes.

(e)    If requested by the Bank or the holders of at least 25% in principal amount of the outstanding Notes, the Securities Administrator shall call a meeting of holders of Notes for any purpose specified in Section 32(d) to be held at such time and at such place in New York, New York as the Bank shall determine. Notice of every meeting of holders of Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Securities Administrator on behalf of the Bank to the holders of the Notes, in the same manner as provided in Section 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time the Bank or the holders of at least 25% in principal amount of the outstanding Notes shall have requested the Securities Administrator to call a meeting of the holders to take any action authorized in Section 32(d), by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Securities Administrator shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the holders of Notes in the amount above-specified may determine the time and the place in New York, New York for such meeting and may call such meeting by giving notice thereof as provided in this Section 32(e).

(f)    To be entitled to vote at any meeting of holders of Notes, a person shall be a holder of outstanding Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder.

(g)    The Securities Administrator may make such reasonable regulations as it may deem advisable for any meeting of holders of Notes in regard to proof of the holding of Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Securities Administrator shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Bank or holders of Notes as provided above, in which case the Bank or the holders of Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Notes shall be prepared, and one such

copy shall be delivered to the Bank and another to the Securities Administrator to be preserved by the Securities Administrator.

The headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

This Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, United States of America. Each party hereto and each Noteholder hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement, any other Basic Document or the transactions contemplated hereby or thereby. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (the "UCC") for any applicable jurisdiction (collectively, "Signature Law"), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

EACH OF THE BANK, THE SECURITIES ADMINISTRATOR, ANY TRANSFER AGENT AND THE NOTEHOLDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER BASIC DOCUMENTS OR THE NOTES.

In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF THE NOTE ISSUANCE AND ADMINISTRATION AGREEMENT.

APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS AND (C) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS NOTE OF THE RESALE RESTRICTIONS SET FORTH IN (A) AND (B) ABOVE.

EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) SUCH PURCHASER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN AS DEFINED IN SECTION 4975(E) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE, AN ENTITY THAT IS DEEMED TO HOLD ASSETS OF ANY OF THE FOREGOING BY VIRTUE OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"), A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), OR A PERSON INVESTING ON BEHALF OF OR WITH ASSETS OF ANY SUCH PLAN, OR (B) IN THE CASE OF A CLASS M-1, CLASS M-2 OR CLASS M-3 NOTE, THE ACQUISITION,HOLDING AND TRANSFER OF SUCH NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN, IN THE CASE OF A PLAN, A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN SUBJECT TO ANY SIMILAR LAW, A VIOLATION OF ANY SIMILAR LAW.

EACH NOTEHOLDER AND BENEFICIAL OWNER OF A NOTE, BY ACCEPTANCE OF SUCH NOTE OR AN INTEREST IN SUCH NOTE, SHALL BE DEEMED TO UNDERSTAND AND ACKNOWLEDGE THAT FAILURE TO PROVIDE THE ISSUER AND THE SECURITIES ADMINISTRATOR AS ITS PAYING AGENT WITH THE PROPERLY COMPLETED AND SIGNED APPLICABLE TAX CERTIFICATIONS

(GENERALLY, IN THE CASE OF U.S. FEDERAL INCOME TAX, AN IRS FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A U.S. PERSON OR THE APPLICABLE IRS FORM W-8 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A U.S. PERSON) WILL RESULT IN WITHHOLDING FROM PAYMENTS IN RESPECT OF SUCH NOTE, INCLUDING U.S. FEDERAL TAX WITHHOLDING. IN ADDITION TO THE FOREGOING, BECAUSE OF THE UNCERTAINTY REGARDING THE U.S. FEDERAL INCOME TAX CHARACTERIZATION OF THE CLASS M-4, CLASS M-5 AND CLASS B NOTES, THE ISSUER AND THE SECURITIES ADMINISTRATOR AS ITS PAYING AGENT WILL TREAT ANY PAYMENTS ON THE CLASS M-4, CLASS M-5 AND CLASS B NOTES AS SUBJECT TO U.S. WITHHOLDING TAX. UNLESS AN INVESTOR IN ANY SUCH NOTE SATISFIES THE APPLICABLE CERTIFICATION AND IDENTIFICATION REQUIREMENTS TO ESTABLISH THAT THE INVESTOR IS EXEMPT FROM U.S. FEDERAL INCOME TAX WITHHOLDING ON PAYMENTS THAT ARE NOT INTEREST FOR U.S. FEDERAL INCOME TAX PURPOSES, THE ISSUER AND THE SECURITIES ADMINISTRATOR AS ITS PAYING AGENT INTEND TO WITHHOLD U.S. FEDERAL INCOME TAX FROM ALL PAYMENTS ON SUCH NOTE. IT IS EXPECTED THAT OTHER WITHHOLDING AGENTS MAKING SUCH PAYMENTS TO SUCH INVESTORS WILL ALSO WITHHOLD U.S. FEDERAL INCOME TAX TO THE SAME EXTENT. NEITHER THE ISSUER NOR THE SECURITIES ADMINISTRATOR AS ITS PAYING AGENT WILL PAY ANY ADDITIONAL AMOUNTS ("GROSS-UP PAYMENTS") NEEDED TO OFFSET THE EFFECT OF SUCH WITHHOLDING ON ANY HOLDER OR INVESTOR. INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. WITHHOLDING TAX RULES TO THEIR NOTES AND THE AVAILABILITY OF ANY REDUCTION IN TAX PURSUANT TO AN INCOME TAX TREATY.

[FOR CLASS M-4, CLASS M-5 AND CLASS B NOTES: EACH PURCHASER OF THIS NOTE OR HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY ITS ACCEPTANCE AND OWNERSHIP OF AN INTEREST IN THIS NOTE, WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT NO PLEDGE OR TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE MADE IF SUCH TRANSFER WOULD CAUSE THE REFERENCE PORTFOLIO OR ANY PORTION OF THE REFERENCE PORTFOLIO TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION, A TAXABLE MORTGAGE POOL OR A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. ANY PLEDGE OR TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MADE IN VIOLATION OF THE PRECEDING SENTENCE WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN THE PURPORTED TRANSFEREE OR PLEDGEE, AS APPLICABLE.]

CERTIFICATE OF AUTHENTICATION

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name, address and taxpayer identification number of assignee to be specified on line above)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

__________________________________, attorney, to transfer said Note on the books

kept for registration thereof, with full power of substitution in the premises.

By:_________________________________*/

Signature Guaranteed:

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of this Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Securities Administrator, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Securities Administrator in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

______________________________________________________________________________

Western Alliance Bank
1 E. Washington Street

Suite 1400

Phoenix, AZ 85004

Attn: Legal Department

Computershare Trust Company, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

Attn: Client Manager, WAB 2021-CL2

Pentalpha Surveillance LLC

375 N. French Rd. Ste. 100
Amherst, NY 14228
Attention: WAB 2021-CL2 Manager

Re: Arbitration Notice – Western Mortgage Reference Notes, Series 2021-CL2

[Insert description of dispute. If the Arbitration Notice is being submitted by a Review Quorum, information that forms the basis of the dispute shall be referred to in the text of the Arbitration Notice and any related evidence shall be attached to the Arbitration Notice.]

Pursuant to Section 15 of the Note Issuance and Administration Agreement, the Claimant hereby requests that an arbitrator be appointed by the Bank to resolve such dispute.

[If a Review Quorum is submitting the Arbitration Notice, include the following: The undersigned hereby represents and warrants that a Review Quorum has requested arbitration related to the Applicable Final Determination. Attached hereto is evidence that the requisite Note Percentage of Noteholders constituting a Review Quorum has requested arbitration related to the Applicable Final Determination.]