Common use of Payments Clause in Contracts

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered (a) Under the Plan, the Fund will make payments to the Distributor, within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Mortgage Loan Borrower Distributor, in the amount of the lesser of: (i) 0.25% on an annual basis of the average during the calendar quarter or otherwise available such other period of the aggregate net asset value of the Shares, computed as of the close of each business day, or (ii) the Distributor’s actual expenses under the Plan for payment on that quarter or with respect such other period of the type approved by the Board. Notwithstanding the foregoing, the Fund will not make payments to or the Distributor in excess of the amount the Distributor pays to Recipients. The Distributor will use such fee received from the Fund in its entirety to reimburse itself for payments to Recipients and for its other expenditures and costs of the type approved by the Board incurred in connection with the Mortgage Loan personal service and maintenance of Accounts including, but not limited to, the services described in the following paragraph. The Distributor may make Plan payments to any “affiliated person” (as defined in the ▇▇▇▇ ▇▇▇) of the Distributor if such affiliated person qualifies as a Recipient. The services to be rendered by the Distributor and Recipients in connection with the personal service and the maintenance of Accounts may include, but shall not be limited to, the following: answering routine inquiries from the Recipient’s customers concerning the Fund, providing such customers with information on their investment in Shares, assisting in the establishment and maintenance of accounts or sub-accounts in the Fund, making the Fund's investment plans and dividend payment options available, and providing such other information and customer liaison services and the maintenance of Accounts as the Distributor or the Mortgaged Property Fund may reasonably request. It may be presumed that a Recipient has provided services qualifying for compensation under the Plan if it has Qualified Holdings of Shares to entitle it to payments under the Plan. In the event that either the Distributor or amounts realized as proceeds thereofthe Board should have reason to believe that, whether received in notwithstanding the form level of Periodic PaymentsQualified Holdings, a Recipient may not be rendering appropriate services, then the Balloon PaymentDistributor, Liquidation Proceedsat the request of the Board, proceeds under any guaranty, letter of credit shall require the Recipient to provide a written report or other collateral information to verify that said Recipient is providing appropriate services in this regard. If the Distributor still is not satisfied, it may take appropriate steps to terminate the Recipient's status as such under the Plan, whereupon such entity's rights as a third-party beneficiary hereunder shall terminate. Payments received by the Distributor from the Fund under the Plan will not be used to pay any interest expense, carrying charges or instrument securing other financial costs, or allocation of overhead by the Mortgage Loan Distributor, or Insurance and Condemnation Proceeds (for any other purpose other than proceeds, awards or settlements that are required to be applied for the payments described in this Section 3. The amount payable to the restoration Distributor each quarter or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, such other period will be reduced to the extent permitted that reimbursement payments otherwise permissible under the Plan have not been authorized by the REMIC Provisions), but excluding (x) all amounts Board for required reserves that period. Any unreimbursed expenses incurred for any quarter or escrows required such other period by the Mortgage Loan Documents Distributor may not be recovered in later periods. (b) The Distributor shall make payments to any Recipient quarterly or at such other period as deemed appropriate by the extentDistributor, in accordance with the terms within forty-five (45) days of the Mortgage Loan Documents) end of each calendar quarter or such other period, at a rate not to be held as reserves or escrows or received as reimbursements exceed 0.25% on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each an annual basis of the Noteholders to average during the calendar quarter or such parties out other period of distributions made to them in respect the aggregate net asset value of such Note)the Shares computed as of the close of each business day, with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed of Qualified Holdings owned beneficially or of record by the Master Servicer in the following order of priority without duplication (and Recipient or by its Customers. However, no such payments shall be made at to any Recipient for any such times as are set forth period in the Servicing Agreement): (a) firstwhich its Qualified Holdings do not equal or exceed, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; end of such quarter or such other period, the minimum amount (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received“Minimum Qualified Holdings”), if any, with respect to be set from time to time by a majority of the Independent Trustees. Alternatively, the Distributor may, at its sole option, make the following service fee payments to any Recipient quarterly or at such Payment Date with respect other period as deemed appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or such other period: (A) “Advance Service Fee Payments” at a rate not to exceed 0.25% of the average during the calendar quarter or such other period of the aggregate net asset value of Shares, computed as of the close of business on the day such Shares are sold, constituting Qualified Holdings, sold by the Recipient during that quarter or such other period and owned beneficially or of record by the Recipient or by its Customers, plus (B) service fee payments at a rate not to exceed 0.25% on an annual basis of the average during the calendar quarter or such other period of the aggregate net asset value of Shares, computed as of the close of each business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or by its Customers for a period of more than one (1) year. At the Distributor’s sole option, Advance Service Fee Payments may be made more often than quarterly, and sooner than the end of the calendar quarter. In the event Shares are redeemed less than one year after the date such Shares were sold, the Recipient is obligated to and will repay the Distributor on demand a pro rata portion of such Advance Service Fee Payments, based on the ratio of the time such Shares were held to one (1) year. A majority of the Independent Trustees may at any time or from time to time increase or decrease and thereafter adjust the rate of fees to be paid to the Mortgage LoanDistributor or to any Recipient, until but not to exceed the rate set forth above, and/or increase or decrease the number of shares constituting Minimum Qualified Holdings. The Distributor shall notify all Recipients of the Minimum Qualified Holdings and the rate of payments hereunder applicable to Recipients, and shall provide each Recipient with written notice within thirty (30) days after any change in these provisions. Inclusion of such Principal Balance for each Note has been reduced to zero;provisions or a change in such provisions in a revised current prospectus shall constitute sufficient notice. (c) thirdUnder the Plan, on a Pro Rata and Pari Passu Basispayments may be made to Recipients: (i) by OppenheimerFunds, to each Noteholder up to Inc. ("OFI") from its own resources (which may include profits derived from the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder advisory fee it receives from the Fund), or (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedii) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product Distributor (a subsidiary of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(dOFI), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesfrom its own resources.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer (excluding master except for any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing feesfee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Protection Advances and reimbursement of Property Protection Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, the related Non-Lead Securitization Noteholder and (y) following the securitization of such Note, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by (a) Prior to any acceleration of the Mortgage Loan Borrower or otherwise available for payment Notes pursuant to Section 5.2, on or with respect each Distribution Date, upon receipt of written instructions from the Servicer pursuant to or in connection with Section 4.6(d) of the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic PaymentsSale and Servicing Agreement, the Balloon PaymentIndenture Trustee (or, Liquidation Proceedsif the Indenture Trustee is not the Paying Agent, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Paying Agent) shall apply the Available Funds for such Distribution Date to make the following payments and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer deposits in the following order of priority without duplication (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer): (i) to the Servicer, the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts specified in Section 3.8(b) of the Sale and Servicing Agreement for the preceding Collection Period; (ii) pro rata: (a) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee, (I) any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer, including in its role as successor Administrator, and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement and (II) any unpaid Transition Costs due to the Indenture Trustee as Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments pursuant to subclauses (a)(I) and (a)(II) of this clause (ii) shall be made at not exceed $175,000 in the aggregate; and (b) to the Asset Representations Reviewer, any unpaid fees and expenses for the preceding Collection Period plus any overdue fees and expenses for prior Collection Periods plus any unpaid indemnity amounts due to the Asset Representations Reviewer; provided, however, that total payments pursuant to subclause (b) of this clause (ii) shall not exceed $175,000 per year; (iii) to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such times as are Distribution Date; (iv) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Servicing Agreement):Priority Principal Distributable Amount, if any, for such Distribution Date; (v) to the Note Payment Account, for payment of interest on the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date; (vi) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Secondary Principal Distributable Amount, if any, for such Distribution Date; (vii) to the Note Payment Account, for payment of interest on the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date; (viii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Tertiary Principal Distributable Amount, if any, for such Distribution Date; (ix) to the Note Payment Account, for payment of interest on the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date; (x) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Quaternary Principal Distributable Amount, if any, for such Distribution Date; (xi) to the Reserve Account, the Reserve Account Deficiency, if any, for such Distribution Date; (xii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Regular Principal Distributable Amount, if any, for such Distribution Date; (xiii) pro rata: (a) firstto the Indenture Trustee, on a Pro Rata any unpaid fees, expenses and Pari Passu Basisindemnity amounts due to the Indenture Trustee pursuant to this Indenture; (b) to the Indenture Trustee, any amounts due in connection with the indemnification of the Indenture Trustee if it has become the Successor Servicer, including in its role as successor Administrator, that are in excess of the related cap described in clause (ii)(a)(I) above; (c) if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to each Noteholder in an amount equal the Indenture Trustee any Transition Costs due to the accrued Indenture Trustee in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii)(a)(II) above or any Transition Costs due to such other Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period and any unpaid interest on Additional Servicing Fees from prior Collection Periods; and (d) to the Principal Balance Asset Representations Reviewer, any unpaid fees, expenses and indemnity amounts due to the Asset Representations Reviewer that are in excess of the related cap described under clause (ii)(b) above; and (xiv) to the Certificate Payment Account, for each Note at payment to the applicable Net Interest Rate;Certificateholders, any remaining Available Funds (the “Excess Collections”). (b) secondNotwithstanding any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds pursuant to Section 5.4(b). (c) If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available amount to the Holders of each Class of Class A Notes pro rata based on the Total Note Interest payable to such Class on such Distribution Date. (d) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date to the extent provided in this Section 2.8. On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Class A-2a Noteholders and the Class A-2b Noteholders, ratably, until the principal amount of the Class A-2a Notes and the Class A-2b Notes has been paid in full; (iii) to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full; (iv) to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes has been paid in full; (v) to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full; (vi) to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and (vii) to the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The unpaid principal amount of the Class A-1 Notes, to the extent not previously paid, shall be due and payable on the Class A-1 Final Distribution Date, the principal amount of the Class A-2a Notes, to the extent not previously paid, shall be due and payable on the Class A-2a Final Distribution Date, the principal amount of the Class A-2b Notes, to the extent not previously paid, shall be due and payable on the Class A-2b Final Distribution Date the principal amount of the Class A-3 Notes, to the extent not previously paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes, to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date and the principal amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date and (ii) for purposes of distributions from the Reserve Account pursuant to Section 8.2(b), any portion of the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount shall be deemed to be due on any Distribution Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with Section 2.8(a). For the avoidance of doubt, the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount, or any portion thereof, shall not be due (other than in accordance with Sections 2.8(e)(i), 5.2 and 10.1), unless amounts are actually available to make such payments in accordance with Section 2.8(a). (f) The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes and the Class A-2b Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such Person, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.1(a) or Section 10.2(b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. The Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay all Total Note Interest for any Distribution Date to the Holders of the Notes on the related Record Date even if a portion of such Total Note Interest relates to an earlier Distribution Date. (g) All principal and interest payments on each Class of Notes shall be made pro rata to the Holders of such Class. The Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2. (h) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on a Pro Rata the date on which the Notes have been declared immediately due and Pari Passu Basis payable following an Event of Default. On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of principal together with all Excess Collections, if any, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding Principal Balances principal amount of such Class as of such Distribution Date, until the principal amount of each Note, to each Noteholder in an amount equal to such Class of the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note remaining Class A Notes has been reduced to zeropaid in full; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the Class B Noteholders until the principal amount of any unreimbursed costs and expenses the Class B Notes has been paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementin full; (div) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by Class C Noteholders until the Mortgage Loan Borrower, shall be paid to each Noteholder in an principal amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadClass C Notes has been paid in full; and (ev) fifthto the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The Indenture Trustee (or, if any excess amount the Indenture Trustee is available to be distributed not the Paying Agent, the Paying Agent) shall transfer amounts from the Reserve Account and deposit amounts transferred from the Reserve Account, in respect each case at the written direction of the Mortgage LoanServicer and on behalf of the Noteholders, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses Sale and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAgreement.

Payments. All amounts tendered Nothing in this Agreement prohibits or limits the right of a Junior Secured Creditor (other than any Existing Notes Creditor) to receive and retain any debt or equity securities that are issued by the Mortgage Loan Borrower a reorganized debtor in respect of its Lien in its Non-Priority Collateral pursuant to a plan of reorganization or otherwise available for payment on or with respect to or similar dispositive restructuring plan in connection with an Insolvency Proceeding, provided that any debt securities received by a Junior Secured Creditor to the Mortgage Loan extent on account of its Junior Obligations in respect of its Non-Priority Collateral that constitutes a “secured claim” within the meaning of Section 506(b) of the Bankruptcy Code will be paid over or otherwise transferred to the Mortgaged Property Priority Secured Creditor for application in accordance with Section 2.5, unless such distribution is (x) made under a plan that is consented to by the affirmative vote of all classes composed of the secured claims of Priority Secured Creditors or amounts realized (y) is of debt securities that (A) are secured by a Lien on assets of the reorganized debtor which assets are, as proceeds thereofto such Junior Secured Creditor in its capacity as Priority Secured Creditor hereunder, whether received of the same character as its Priority Collateral hereunder, and (B) if secured by assets that are of the same character as its Non-Priority Collateral hereunder, such assets referred to in this clause (B) also secure debt securities distributed to the form Priority Secured Creditor in respect of Periodic Paymentsits Lien on such Collateral that is its Priority Collateral, and such Lien of the Junior Secured Creditor referred to in this clause (B) is junior in priority to the Lien of the Priority Secured Creditor in such assets to the same extent as the Lien on its Non-Priority Collateral is junior to the Lien thereon of the Priority Secured Creditor as provided herein, and in such case the provisions of the next sentence shall govern. If, in an Insolvency Proceeding, debt securities of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Priority Secured Creditors’ Liens in their Priority Collateral and on account of Junior Secured Creditors’ Liens in such Collateral, then, to the extent the debt securities distributed on account of the Priority Secured Creditors’ Liens in their Priority Collateral and on account of the Junior Secured Creditors’ Liens in such Collateral are secured by Liens upon the same property, the Balloon Paymentprovisions of this Agreement will survive the distribution of such debt securities pursuant to such plan and will apply with like effect to the Liens securing such debt securities. Notwithstanding the foregoing, Liquidation Proceeds, proceeds under if any guaranty, letter Existing Notes Creditor shall receive in respect of credit their Lien on any Collateral any debt or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements equity securities that are required issued by a reorganized debtor pursuant to a plan of reorganization or similar dispositive restructuring plan in connection with an Insolvency Proceeding, then unless such distribution is made under a plan that is consented to by the affirmative vote of all classes composed of the secured claims of Priority Secured Creditors, all such debt or equity securities so received shall be paid or delivered directly to Priority Secured Creditors (to be held and/or applied to by the restoration Priority Secured Creditors in accordance with the terms of Section 3.8 hereof) In the event of any Insolvency Proceeding, except as otherwise provided above, all Proceeds of Priority Collateral (including, without limitation, any Distribution which would otherwise, but for the terms hereof, be payable or repair deliverable in respect of the Mortgaged Property Junior Obligations as to such Priority Collateral) shall be paid or released delivered directly to Priority Secured Creditor (to be held and/or applied by the Mortgage Loan Borrower Priority Secured Creditor in accordance with the terms of the Mortgage Loan applicable Obligation Documents, to the extent permitted by the REMIC Provisions), but excluding (x) until all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Priority Obligations are Paid In Full before any of the Mortgage Loan Documents) same shall be made to be held as reserves one or escrows or received as reimbursements more of the Junior Secured Creditors on account of recoveries any Junior Obligations, and each Junior Secured Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions in respect of Advances then due and payable or reimbursable its Junior Obligations to the Servicer under Priority Secured Creditor. Each Junior Secured Creditor also irrevocably authorizes and empowers the Servicing Agreement Priority Secured Creditors, in the name of each Junior Secured Creditor, to demand, ▇▇▇ for, collect and (y) receive any and all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them Distributions in respect of such Note), with respect any Junior Obligations to which the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as Priority Secured Creditors are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesentitled hereunder.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment Interest on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which a definitive Debt Security shall be payable by each of paid on the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and applicable Interest Payment Date. Such interest payments shall be made by check mailed to the Holder thereof at the close of business on the Record Date preceding such Interest Payment Date at such times as are set forth Holder’s address appearing in the Servicing Agreement): (a) firstRegister. The principal of each definitive Debt Security, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the together with accrued and unpaid interest thereon, shall be due on the Principal Balance for each Note Payment Date (subject to the right of the Holder thereof on the related Record Date to receive interest due on an Interest Payment Date that is on or prior to such Principal Payment Date) and shall be paid against presentation and surrender of such definitive Debt Security at the offices of the Global Agent or other paying agent. Payments on the Principal Payment Date shall be made by check provided at the appropriate office of the Global Agent or other paying agent or mailed by the Global Agent to the Holder of such definitive Debt Security. U.S. dollar checks shall be drawn on a bank in the United States. Checks in a Specified Payment Currency other than U.S. dollars shall be drawn on a bank office located outside the United States. Notwithstanding the provisions described in the preceding paragraph relating to payments by check, the Holder of an aggregate principal amount of at least $10,000,000 of an issue of Debt Securities of which definitive Debt Securities form a part (or, in the case of a definitive Debt Security denominated in a Specified Currency other than U.S. dollars, the Specified Currency equivalent of at least $10,000,000) may elect to receive payments thereon by wire transfer of immediately available funds in the Specified Payment Currency to an account in such Specified Payment Currency with a bank designated by such Holder that is acceptable to ▇▇▇▇▇▇▇ Mac; provided, that such bank has appropriate facilities therefor and accepts such transfer and such transfer is permitted by any applicable Net law or regulation and will not subject ▇▇▇▇▇▇▇ Mac to any liability, requirement or unacceptable charge. In order for such Holder to receive such payments, the relevant paying agent (including the Global Agent) must receive at its office from such Holder (i) in the case of payments on an Interest Rate; Payment Date, a written request therefor not later than the close of business (a) on the related Record Date in the case of a definitive Debt Security or (b) second, on 15 days prior to such Interest Payment Date in the case of a Pro Rata and Pari Passu Basis based Registered Debt Security issued in the global form; or (ii) in the case of payments on the outstanding Principal Balances Payment Date, a written request therefor not later than the close of each Note, business on the date 15 days prior to each Noteholder in an amount equal such Principal Payment Date and the related definitive Debt Security not later than two Business Days prior to such Principal Payment Date. Such written request must be delivered to the principal payments receivedrelevant paying agent (including the Global Agent) by mail, if any, with respect to by hand delivery or by tested or authenticated telex. Any such Payment Date with respect request shall remain in effect until the relevant paying agent receives written notice to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, contrary. All payments on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, definitive Debt Securities shall be paid subject to each Noteholder in an amount up to its pro rata interest thereinany applicable law or regulation. If a payment outside the United States is illegal or effectively precluded by exchange controls or similar restrictions, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed payments in respect of the Mortgage Loan, and not otherwise applied related definitive Debt Securities may be made at the office of any paying agent in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesUnited States.

Payments. All amounts tendered by (a) Prior to any acceleration of the Mortgage Loan Borrower or otherwise available for payment Notes pursuant to Section 5.2, on or with respect each Distribution Date, upon receipt of written instructions from the Servicer pursuant to or in connection with Section 4.6(d) of the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic PaymentsSale and Servicing Agreement, the Balloon PaymentIndenture Trustee (or, Liquidation Proceedsif the Indenture Trustee is not the Paying Agent, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Paying Agent) shall apply the Available Funds for such Distribution Date to make the following payments and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer deposits in the following order of priority without duplication (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer): (i) to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) pro rata: (a) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee, (I) any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer, including in its role as successor Administrator, and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement and (II) any unpaid Transition Costs due to the Indenture Trustee as Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments pursuant to subclauses (a)(I) and (a)(II) of this clause (ii) shall be made at not exceed $175,000 in the aggregate; and (b) to the Asset Representations Reviewer, any unpaid fees and expenses for the preceding Collection Period plus any overdue fees and expenses for prior Collection Periods plus any unpaid indemnity amounts due to the Asset Representations Reviewer; provided, however, that total payments pursuant to subclause (b) of this clause (ii) shall not exceed $175,000 per year; (iii) to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such times as are Distribution Date; (iv) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Servicing Agreement):Priority Principal Distributable Amount, if any, for such Distribution Date; (v) to the Note Payment Account, for payment of interest on the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date; (vi) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Secondary Principal Distributable Amount, if any, for such Distribution Date; (vii) to the Note Payment Account, for payment of interest on the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date; (viii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Tertiary Principal Distributable Amount, if any, for such Distribution Date; (ix) to the Note Payment Account, for payment of interest on the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date; (x) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Quaternary Principal Distributable Amount, if any, for such Distribution Date; (xi) to the Reserve Account, the Reserve Account Deficiency, if any, for such Distribution Date; (xii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Regular Principal Distributable Amount, if any, for such Distribution Date; (xiii) pro rata: (a) firstto the Indenture Trustee, on a Pro Rata any unpaid fees, expenses and Pari Passu Basisindemnity amounts due to the Indenture Trustee pursuant to this Indenture; (b) to the Indenture Trustee, any amounts due in connection with the indemnification of the Indenture Trustee if it has become the Successor Servicer, including in its role as successor Administrator, that are in excess of the related cap described in clause (ii)(a)(I) above; (c) if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to each Noteholder in an amount equal the Indenture Trustee any Transition Costs due to the accrued Indenture Trustee in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii)(a)(II) above or any Transition Costs due to such other Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period and any unpaid interest on Additional Servicing Fees from prior Collection Periods; and (d) to the Principal Balance Asset Representations Reviewer, any unpaid fees, expenses and indemnity amounts due to the Asset Representations Reviewer that are in excess of the related cap described under clause (ii)(b) above; and (xiv) to the Certificate Payment Account, for each Note at payment to the applicable Net Interest Rate;Certificateholders, any remaining Available Funds (the “Excess Collections”). (b) secondNotwithstanding any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds pursuant to Section 5.4(b). (c) If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available amount to the Holders of each Class of Class A Notes pro rata based on the Total Note Interest payable to such Class on such Distribution Date. (d) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date. On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Class A-2a Noteholders and the Class A-2b Noteholders, ratably, until the principal amount of the Class A-2a Notes and the Class A-2b Notes has been paid in full; (iii) to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full; (iv) to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes has been paid in full; (v) to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full; (vi) to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and (vii) to the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The unpaid principal amount of the Class A-1 Notes, to the extent not previously paid, shall be due and payable on the Class A-1 Final Distribution Date, the principal amount of the Class A-2a Notes, to the extent not previously paid, shall be due and payable on the Class A-2a Final Distribution Date, the principal amount of the Class A-2b Notes, to the extent not previously paid, shall be due and payable on the Class A-2b Final Distribution Date, the principal amount of the Class A-3 Notes, to the extent not previously paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes, to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date and the principal amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date and (ii) for purposes of distributions from the Reserve Account pursuant to Section 8.2(b), any portion of the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount shall be deemed to be due on any Distribution Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with Section 2.8(a). For the avoidance of doubt, the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount, or any portion thereof, shall not be due (other than in accordance with Sections 2.8(e)(i), 5.2 and 10.1), unless amounts are actually available to make such payments in accordance with Section 2.8(a). (f) The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes and the Class A-2b Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such Person, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.1(a) or Section 10.2(b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. The Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay all Total Note Interest for any Distribution Date to the Holders of the Notes on the related Record Date even if a portion of such Total Note Interest relates to an earlier Distribution Date. (g) All principal and interest payments on each Class of Notes shall be made pro rata to the Holders of such Class. The Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2. (h) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on a Pro Rata the date on which the Notes have been declared immediately due and Pari Passu Basis payable following an Event of Default. On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of principal together with all Excess Collections, if any, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding Principal Balances principal amount of such Class as of such Distribution Date, until the principal amount of each Note, to each Noteholder in an amount equal to such Class of the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note remaining Class A Notes has been reduced to zeropaid in full; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the Class B Noteholders until the principal amount of any unreimbursed costs and expenses the Class B Notes has been paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementin full; (div) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by Class C Noteholders until the Mortgage Loan Borrower, shall be paid to each Noteholder in an principal amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadClass C Notes has been paid in full; and (ev) fifthto the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The Indenture Trustee (or, if any excess amount the Indenture Trustee is available to be distributed not the Paying Agent, the Paying Agent) shall transfer amounts from the Reserve Account and deposit amounts transferred from the Reserve Account, in respect each case at the written direction of the Mortgage LoanServicer and on behalf of the Noteholders, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses Sale and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAgreement.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstThe Cash Manager shall procure that so far as it may be able in relation to all Mortgage Loans comprised in the Mortgage Portfolio, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on following amounts are paid into the Principal Balance for each Note at the applicable Net Interest Rate;Mortgages Trustee Transaction Account: (bi) secondall Monthly Payments, on a Pro Rata other interest received under and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage LoanLoans and any costs or other amounts received under the Mortgage Loans (including in any such case amounts recovered on enforcement of rights against any Borrower or guarantor of the Borrower, any Mortgaged Property or any of the Borrower's or guarantor's other property or assets); (ii) all final releases and all repayments or prepayments of principal under the Mortgage Loans; (iii) any amount received by or on behalf of the Mortgages Trustee pursuant to any Insurance Policy; and (iv) any other amounts whatsoever received by or on behalf of the Mortgages Trustee on or after the Initial Closing Date, (b) The Cash Manager shall procure that the following amounts are credited to the Mortgages Trustee GIC Account: (i) from time to time upon written or electronic receipt of instructions from the Administrator, all amounts standing to the credit of the Mortgages Trustee Transaction Account; and (ii) all interest earned on any of (A) the Mortgages Trustee Transaction Account, (B) the Mortgages Trustee GIC Account and (C) all investment proceeds from Authorised Investments purchased from amounts standing to the credit of either the Mortgages Trustee Transaction Account or the Mortgages Trustee GIC Account. (c) The Cash Manager shall procure that on each Distribution Date the following amounts are paid into the Funding GIC Account: (i) all Funding Principal Receipts, PROVIDED HOWEVER that any amounts recorded as a credit on the Non-Flexible Overpayments Sub Ledger shall remain in the Mortgages Trustee GIC Account on such Distribution Date; (ii) all Funding Revenue Receipts; and (iii) any other amounts whatsoever received by or on behalf of Funding after the Initial Closing Date, and not otherwise applied the Cash Manager shall procure that all interest earned on the Funding GIC Account and the Funding Transaction Account and all investment proceeds from Authorised Investments purchased from amounts standing to the credit of such accounts are credited to the Funding GIC Account. (d) The Cash Manager shall procure that all interest earned on each Funding (Issuer) GIC Account and all investment proceeds from Authorised Investments purchased from amounts standing to the credit of such Funding (Issuer) GIC Account are credited to such account. (e) The Cash Manager shall procure that on each Payment Date the lesser of (1) the amount standing to the credit of the Funding GIC Account and (2) the aggregate of all amounts required to be paid by Funding to all Issuers in accordance with the foregoing clauses (a)-(d)relevant Funding Priority of Payments, any remaining amount shall be paid pro rata is credited to each Noteholder the Funding Transaction Account in accordance with their respective initial Percentage Intereststhe provisions of the Funding Deed of Charge. (f) The Cash Manager shall procure that all transfers and withdrawals of amounts standing to the credit of the Funding Transaction Account and the Funding GIC Account shall be made in accordance with the provisions of the Funding Deed of Charge. (g) The Cash Manager shall procure that all transfers and withdrawals of amounts standing to the credit of each Funding (Issuer) GIC Account shall be made in accordance with the provisions of the Funding Deed of Charge. (h) Each of the payments into the Mortgages Trustee Transaction Account, the Mortgages Trustee GIC Account, the Funding Transaction Account, the Funding GIC Account and each Funding (Issuer) GIC Account referred to in Clauses 4.4(a) through (g) herein shall be made forthwith upon receipt by the Mortgages Trustee, Funding or the Cash Manager, as the case may be, of the amount in question. (i) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Cash Manager may, and shall, withdraw Cash from, as the case may be, the Mortgages Trustee Transaction Account, the Mortgages Trustee GIC Account, the Funding Transaction Account, the Funding GIC Account or any Funding (Issuer) GIC Account if, and to the extent that, such Cash was credited thereto in error and shall use its reasonable endeavours to ensure that such Cash is applied correctly thereafter. (j) The Cash Manager shall promptly notify each of the Mortgages Trustee, Funding and the Security Trustee of any additional account which supplements or replaces any account specifically referred to in the definitions of the "Mortgages Trustee Transaction Account", the "Mortgages Trustee GIC Account", the "Funding Transaction Account", the "Funding GIC Account" or any "Funding (Issuer) GIC Account" in the Master Definitions Schedule. (k) Each of the Cash Manager, the Mortgages Trustee and Funding undertakes that, so far as it is able to procure the same, the Mortgages Trustee Transaction Account, the Mortgages Trustee GIC Account, the Funding Transaction Account and the Funding GIC Account and all instructions and Mandates in relation thereto will continue to be operative and will not, save as provided in Clause 4.6 herein (Cash Management) or as permitted pursuant to the Bank Account Agreement, be changed without the prior written consent of the Security Trustee (such consent not to be unreasonably withheld or delayed). All expenses Each of the Cash Manager and losses Funding undertakes that, so far as it is able to procure the same, any Funding (Issuer) GIC Account and all instructions and Mandates in relation thereto will continue to be operative and will not, save as provided in Clause 4.6 herein (Cash Management) or as permitted pursuant to the related Funding (Issuer) Bank Account Agreement, be changed without the prior written consent of the Security Trustee (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the Cash Manager may change the Authorised Signatories in respect of any instructions or Mandates relating to Funding and/or the Mortgage Loan and Mortgages Trustee, without the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance prior written consent of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts Security Trustee, in accordance with Clause 4.2 (Amendment or Revocation) of interest and principal have otherwise been paid in full on all the NotesBank Account Agreement or any Funding (Issuer) Bank Account Agreement, as the case may be.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer (excluding master except for any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing feesfee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Protection Advances and reimbursement of Property Protection Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of the Lead Securitization Note, the related Non-Lead Securitization Noteholder and (y) following the securitization of the Lead Securitization Note, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and; (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Servicing Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by (a) Prior to any acceleration of the Mortgage Loan Borrower or otherwise available for payment Notes pursuant to Section 5.2, on or with respect each Distribution Date, upon receipt of written instructions from the Servicer pursuant to or in connection with Section 4.6(d) of the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic PaymentsSale and Servicing Agreement, the Balloon PaymentIndenture Trustee (or, Liquidation Proceedsif the Indenture Trustee is not the Paying Agent, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Paying Agent) shall apply the Available Funds for such Distribution Date to make the following payments and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer deposits in the following order of priority without duplication (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer): (i) to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) pro rata: (a) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee, (I) any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer, including in its role as successor Administrator, and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement and (II) any unpaid Transition Costs due to the Indenture Trustee as Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments pursuant to subclauses (a)(I) and (a)(II) of this clause (ii) shall be made at not exceed $175,000 in the aggregate; and (b) to the Asset Representations Reviewer, any unpaid fees and expenses for the preceding Collection Period plus any overdue fees and expenses for prior Collection Periods plus any unpaid indemnity amounts due to the Asset Representations Reviewer; provided, however, that total payments pursuant to subclause (b) of this clause (ii) shall not exceed $175,000 per year; (iii) to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such times as are Distribution Date; (iv) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Servicing Agreement):Priority Principal Distributable Amount, if any, for such Distribution Date; (v) to the Note Payment Account, for payment of interest on the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date; (vi) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Secondary Principal Distributable Amount, if any, for such Distribution Date; (vii) to the Note Payment Account, for payment of interest on the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date; (viii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Tertiary Principal Distributable Amount, if any, for such Distribution Date; (ix) to the Note Payment Account, for payment of interest on the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date; (x) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Quaternary Principal Distributable Amount, if any, for such Distribution Date; (xi) to the Reserve Account, the Reserve Account Deficiency, if any, for such Distribution Date; (xii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Regular Principal Distributable Amount, if any, for such Distribution Date; (xiii) pro rata: (a) firstto the Indenture Trustee, on a Pro Rata any unpaid fees, expenses and Pari Passu Basisindemnity amounts due to the Indenture Trustee pursuant to this Indenture; (b) to the Indenture Trustee, any amounts due in connection with the indemnification of the Indenture Trustee if it has become the Successor Servicer, including in its role as successor Administrator, that are in excess of the related cap described in clause (ii)(a)(I) above; (c) if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to each Noteholder in an amount equal the Indenture Trustee any Transition Costs due to the accrued Indenture Trustee in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii)(a)(II) above or any Transition Costs due to such other Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period and any unpaid interest on Additional Servicing Fees from prior Collection Periods; and (d) to the Principal Balance Asset Representations Reviewer, any unpaid fees, expenses and indemnity amounts due to the Asset Representations Reviewer that are in excess of the related cap described under clause (ii)(b) above; and (xiv) to the Certificate Payment Account, for each Note at payment to the applicable Net Interest Rate;Certificateholders, any remaining Available Funds (the “Excess Collections”). (b) secondNotwithstanding any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds pursuant to Section 5.4(b). (c) If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available amount to the Holders of each Class of Class A Notes pro rata based on the Total Note Interest payable to such Class on such Distribution Date. (d) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date to the extent provided in this Section 2.8. On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Class A-2a Noteholders and the Class A-2b Noteholders, ratably, until the principal amount of the Class A-2a Notes and the Class A-2b Notes has been paid in full; (iii) to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full; (iv) to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes has been paid in full; (v) to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full; (vi) to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and (vii) to the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The unpaid principal amount of the Class A-1 Notes, to the extent not previously paid, shall be due and payable on the Class A-1 Final Distribution Date, the principal amount of the Class A-2a Notes, to the extent not previously paid, shall be due and payable on the Class A-2a Final Distribution Date, the principal amount of the Class A-2b Notes, to the extent not previously paid, shall be due and payable on the Class A-2b Final Distribution Date, the principal amount of the Class A-3 Notes, to the extent not previously paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes, to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date and the principal amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date and (ii) for purposes of distributions from the Reserve Account pursuant to Section 8.2(b), any portion of the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount shall be deemed to be due on any Distribution Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with Section 2.8(a). For the avoidance of doubt, the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount, or any portion thereof, shall not be due (other than in accordance with Sections 2.8(e)(i), 5.2 and 10.1), unless amounts are actually available to make such payments in accordance with Section 2.8(a). (f) The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes and the Class A-2b Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such Person, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.1(a) or Section 10.2(b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. The Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay all Total Note Interest for any Distribution Date to the Holders of the Notes on the related Record Date even if a portion of such Total Note Interest relates to an earlier Distribution Date. (g) All principal and interest payments on each Class of Notes shall be made pro rata to the Holders of such Class. The Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2. (h) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on a Pro Rata the date on which the Notes have been declared immediately due and Pari Passu Basis payable following an Event of Default. On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of principal together with all Excess Collections, if any, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding Principal Balances principal amount of such Class as of such Distribution Date, until the principal amount of each Note, to each Noteholder in an amount equal to such Class of the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note remaining Class A Notes has been reduced to zeropaid in full; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the Class B Noteholders until the principal amount of any unreimbursed costs and expenses the Class B Notes has been paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementin full; (div) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by Class C Noteholders until the Mortgage Loan Borrower, shall be paid to each Noteholder in an principal amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadClass C Notes has been paid in full; and (ev) fifthto the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The Indenture Trustee (or, if any excess amount the Indenture Trustee is available to be distributed not the Paying Agent, the Paying Agent) shall transfer amounts from the Reserve Account and deposit amounts transferred from the Reserve Account, in respect each case at the written direction of the Mortgage LoanServicer and on behalf of the Noteholders, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses Sale and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAgreement.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment Interest on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which a definitive Debt Security shall be payable by each of paid on the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and applicable Interest Payment Date. Such interest payments shall be made by check mailed to the Holder thereof at the close of business on the Record Date preceding such Interest Payment Date at such times as are set forth Holder’s address appearing in the Servicing Agreement): (a) firstRegister. The principal of each definitive Debt Security, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the together with accrued and unpaid interest thereon, shall be due on the Principal Balance for each Note at Payment Date (subject to the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based right of the Holder thereof on the outstanding Principal Balances of each Note, related Record Date to each Noteholder in receive interest due on an amount equal to the principal payments received, if any, with respect Interest Payment Date that is on or prior to such Principal Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (cDate) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based against presentation and surrender of such definitive Debt Security at the offices of the Global Agent or other paying agent. Payments on the product Principal Payment Date shall be made by check provided at the appropriate office of the applicable Percentage Interest multiplied Global Agent or other paying agent or mailed by the Global Agent to the Holder of such definitive Debt Security. U.S. dollar checks shall be drawn on a bank in the United States. Checks in a Specified Payment Currency other than U.S. dollars shall be drawn on a bank office located outside the United States. Notwithstanding the provisions described in the preceding paragraph relating to payments by check, the Holder of an aggregate principal amount of at least $10,000,000 of an issue of Debt Securities of which definitive Debt Securities form a part (or, in the case of a definitive Debt Security denominated in a Specified Currency other than U.S. dollars, the Specified Currency equivalent of at least $10,000,000) may elect to receive payments thereon by wire transfer of immediately available funds in the Specified Payment Currency to an account in such Specified Payment Currency with a bank designated by such Holder that is acceptable to ▇▇▇▇▇▇▇ Mac; provided, that such bank has appropriate facilities therefor and accepts such transfer and such transfer is permitted by any applicable Relative Spreadlaw or regulation and will not subject ▇▇▇▇▇▇▇ Mac to any liability, requirement or unacceptable charge. In order for such Holder to receive such payments, the relevant paying agent (including the Global Agent) must receive at its office from such Holder (i) in the case of payments on an Interest Payment Date, a written request therefor not later than the close of business on the related Record Date; and or (eii) fifthin the case of payments on the Principal Payment Date, if a written request therefor not later than the close of business on the date 15 days prior to such Principal Payment Date and the related definitive Debt Security not later than two Business Days prior to such Principal Payment Date. Such written request must be delivered to the relevant paying agent (including the Global Agent) by mail, by hand delivery or by tested or authenticated telex. Any such request shall remain in effect until the relevant paying agent receives written notice to the contrary. All payments on definitive Debt Securities shall be subject to any excess amount applicable law or regulation. If a payment outside the United States is available to be distributed illegal or effectively precluded by exchange controls or similar restrictions, payments in respect of the Mortgage Loan, and not otherwise applied related definitive Debt Securities may be made at the office of any paying agent in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesUnited States.

Payments. All amounts tendered a) No payments will be made by HRI until such time as HRI is in receipt of the Mortgage Loan Borrower following items: • Insurance Certificates pursuant to Article 9; • A copy of the Contractor's latest audited financial statements (including management letter if requested); • A copy of the Contractor's most recent 990 or otherwise available Corporate Tax Return; • A copy of the Contractor's approved federal indirect cost rate(s) and fringe benefit rate (the "federal rates"); or documentation (which is acceptable to HRI) which shows the Contractor's methodology for payment on or with respect allocating these costs to or in connection this Agreement. If, at any time during the Term the federal rates are lower than those approved for this Agreement, the rates applicable to this Agreement will be reduced to the federal rates; • A copy of the Contractor's time and effort reporting system procedures (which are compliant with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received Uniform Guidance) if salaries and wages are approved in the form Budget. • A copy of Periodic Paymentsequipment policy if equipment is in the approved budget. • Further documentation as requested by HRI to establish the Contractor's fiscal and programmatic capability to perform under this Agreement. Unless and until the above items are submitted to and accepted by HRI, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Contractor will incur otherwise allowable costs at its own risk and Condemnation Proceeds (other than proceeds, awards or settlements without agreement that are required such costs will be reimbursed by HRI pursuant to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of this Agreement. No payments, which would otherwise be due under this Agreement, will be due by HRI until such time, if ever, as the Mortgage Loan Documentsabove items are submitted to and accepted by HRI. b) The Contractor shall submit voucher claims and reports of expenditures at the Required Voucher Frequency noted on the face page of this Agreement, in such form and manner, as HRI shall require. HRI will reimburse Contractor upon receipt of expense vouchers pursuant to the extent permitted by the REMIC Provisions)Budget in Exhibit B, but excluding (x) so long as Contractor has adhered to all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of this Agreement and provided the Mortgage Loan Documents) to be held as reserves reimbursement is not disallowed or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer disallowable under the Servicing terms of this Agreement. All information required on the voucher must be provided or HRI may pay or disallow the costs at its discretion. HRI reserves the right to request additional back up documentation on any voucher submitted. Further, all vouchers must be received within thirty (30) days of the end of each period defined as the Required Voucher Frequency (i.e. each month, each quarter). Contractor shall submit a final voucher designated by the Contractor as the "Completion Voucher" no later than sixty (60) days from termination of the Agreement. Vouchers received after the 60 day period may be paid or disallowed at the discretion of HRI. c) The Contractor agrees that if it shall receive or accrue any refunds, rebates, credits or other amounts (including any interest thereon) that relate to costs for which the Contractor has been reimbursed by HRI under this Agreement it shall notify HRI of that fact and (yshall pay or, where appropriate, credit HRI those amounts. d) all amounts The Contractor represents, warrants and certifies that are then duereimbursement claimed by the Contractor under this Agreement shall not duplicate reimbursement received from other sources, payable or reimbursable including, but not limited to any Servicer (excluding master servicing client fees, trustee feesprivate insurance, certificate administrator feespublic donations, operating advisor fees and asset representations reviewer feesgrants, all legislative funding from units of which government, or any other source. The terms of this paragraph shall be payable by each deemed continuing representations upon which HRI has relied in entering into and which are the essences of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesagreements herein.

Payments. (a) All amounts tendered by the Mortgage Loan Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Mezzanine Loan or the Mortgaged Property or (including all amounts realized as proceeds thereofreceived during an Event of Default), whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Discounted Pay-off Amount, shall be distributed by paid to the Master Servicer Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority without duplication (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be made paid to such Holders at such times as are set forth in the Servicing Agreement): (ai) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a Pro Rata pro rata and Pari Passu Basispari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date; (ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder; (iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Noteholder Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each Note through the end of the corresponding accrual period at the applicable Net Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof); (biv) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Notefourth, to each Noteholder in the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the principal payments received, if any, Mezzanine Notes in accordance with respect their respective Percentage Interests (calculated after taking into account any distributions pursuant to such Payment Date with respect Section 3(b) hereof and giving effect to the Mortgage Loanprovisions of Section 3(d) hereof), until such to be applied in reduction of the Note Principal Balance for of each Note has been reduced Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to zeroSection 3(b) hereof and giving effect to the provisions of Section 3(d) hereof); (cv) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basisfifth, any Prepayment Premiumbreakage costs and/or prepayment fees, to the extent actually paid by the Mortgage Loan Mezzanine Borrower, shall be paid to each Noteholder in an amount up to its Holder on a pro rata interest therein, based on and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the product provisions of the applicable Percentage Interest multiplied by the applicable Relative Spread; andSection 3(d) hereof); (evi) fifthsixth, if any excess Excess Interest Over the Mezzanine Note Interest Rate or any other amount is available to be distributed in respect of paid by the Mortgage LoanMezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (a)-(di) through (v), any remaining such amount shall be paid to each Holder on a pro rata to each Noteholder and pari passu basis in accordance with their such Holders’ respective initial Percentage Interests. All expenses Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and losses relating giving effect to the Mortgage Loan provisions of Section 3(d) hereof); (vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and (viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder. (b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the Mortgaged Propertycalculation of distributions to the Holders pursuant to Section 3(a) hereof, including without limitation losses of principal any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and interestremitted to the applicable Discounted Pay-off Holder. (c) Notwithstanding Section 3(a) or Section 3(b), Property Protection Advancesall amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, Advance Interest Amountsservicing fees, Special payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expensesAgreement, shall be allocated paid by the Holders in accordance with the terms of the Servicing Agreement, on a Pro Rata pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and Pari Passu Basis. Any realized losses not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off. (d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including reductions by the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a bankruptcy court) applied to reduce the principal balance partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mortgage Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement. (e) In no event shall any Holder be reimbursed responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on a Pro Rata the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and Pari Passu Basis after all the Servicer shall promptly distribute such amounts of interest and principal have otherwise been paid in full on all the Notesaccordance with this Section 3.

Payments. All amounts tendered (1) A statement or certificate in writing signed by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofDirector, whether received in the form of Periodic PaymentsGeneral Manager, the Balloon PaymentAssistant Manager, Liquidation ProceedsSecretary, proceeds under any guaranty, letter of credit Accountant or other collateral or instrument securing duly authorised officer for the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair time being of the Mortgaged Property or released to Lender and certifying the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries amount due at any time in respect of Advances then due any moneys owing or payable by the Borrower to the Lender and/or any liabilities incurred by the Lender and payable or reimbursable by the Borrower to the Servicer Lender under or by virtue of any terms conditions or stipulations of this Agreement and/or the Servicing Agreement Security Documents shall (in the absence of manifest error) be final and conclusive of the matters so certified and be binding upon the Borrower. (y2) all amounts that are then due, payable or reimbursable All payments made to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor the Lender shall be applied against fees and asset representations reviewer feesexpenses payable hereunder, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them interest due on amounts in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments receiveddefault, if any, with respect to such Payment Date with respect to interest due on principal moneys outstanding under the Mortgage LoanFacilities, until such Principal Balance for each Note has been reduced to zero;if any, and against the principal moneys outstanding under the Facilities, in whichever sequence of priority as the Lender shall in its absolute discretion deem fit. (c3) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid All sums payable by the Mortgage Loan BorrowerBorrower hereunder, whether as to principal or interest or otherwise, shall be paid in full without any deduction on account of any income taxes or other taxes or charges. The Borrower hereby agrees to each Noteholder in an amount up to its pro rata interest therein, based indemnify the Lender against any tax or charge (other than on the product overall net income of the applicable Percentage Interest multiplied by Lender) which may be assessed against the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed Lender or claimed or demanded from the Lender in respect of any sum payable by the Mortgage LoanBorrower hereunder and against any costs, and not otherwise applied charges, expenses or liability arising out or in accordance with respect of any such assessment, claim or demand. In the foregoing clauses event of the Borrower being compelled by law to deduct any such tax or charges from any payment to the Lender or in the event of the Lender receiving any such assessment, claim or demand, then the Borrower shall on demand in writing from the Lender pay to the Lender such amount as shall fully compensate the Lender for such deduction or such assessment, claim or demand. (a)-(d), any remaining amount 4) All sums payable by the Borrower under this Agreement shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses (i) free of any restriction or condition, (ii) free and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses clear of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions any deduction or withholding or whatsoever whether by a bankruptcy court) applied to reduce the principal balance way of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.set-off counterclaim or otherwise

Payments. All amounts tendered a) No payments will be made by HRI until such time as HRI is in receipt of the Mortgage Loan Borrower following items:  Insurance Certificates pursuant to Article 9;  A copy of the Contractor's latest audited financial statements (including management letter if requested);  A copy of the Contractor's most recent 990 or otherwise available Corporate Tax Return;  A copy of the Contractor's approved federal indirect cost rate(s) and fringe benefit rate (the "federal rates"); or documentation (which is acceptable to HRI) which shows the Contractor's methodology for payment on or with respect allocating these costs to or in connection this Agreement. If, at any time during the Term the federal rates are lower than those approved for this Agreement, the rates applicable to this Agreement will be reduced to the federal rates;  A copy of the Contractor's time and effort reporting system procedures (which are compliant with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received Uniform Guidance) if salaries and wages are approved in the form Budget.  A copy of Periodic Paymentsequipment policy if equipment is in the approved budget.  Further documentation as requested by HRI to establish the Contractor's fiscal and programmatic capability to perform under this Agreement. Unless and until the above items are submitted to and accepted by HRI, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Contractor will incur otherwise allowable costs at its own risk and Condemnation Proceeds (other than proceeds, awards or settlements without agreement that are required such costs will be reimbursed by HRI pursuant to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of this Agreement. No payments, which would otherwise be due under this Agreement, will be due by HRI until such time, if ever, as the Mortgage Loan Documentsabove items are submitted to and accepted by HRI. b) The Contractor shall submit voucher claims and reports of expenditures at the Required Voucher Frequency noted on the face page of this Agreement, in such form and manner, as HRI shall require. HRI will reimburse Contractor upon receipt of expense vouchers pursuant to the extent permitted by the REMIC Provisions)Budget in Exhibit B, but excluding (x) so long as Contractor has adhered to all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of this Agreement and provided the Mortgage Loan Documents) to be held as reserves reimbursement is not disallowed or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer disallowable under the Servicing terms of this Agreement. All information required on the voucher must be provided or HRI may pay or disallow the costs at its discretion. HRI reserves the right to request additional back up documentation on any voucher submitted. Further, all vouchers must be received within thirty (30) days of the end of each period defined as the Required Voucher Frequency (i.e. each month, each quarter). Contractor shall submit a final voucher designated by the Contractor as the "Completion Voucher" no later than sixty (60) days from termination of the Agreement. Vouchers received after the 60 day period may be paid or disallowed at the discretion of HRI. c) The Contractor agrees that if it shall receive or accrue any refunds, rebates, credits or other amounts (including any interest thereon) that relate to costs for which the Contractor has been reimbursed by HRI under this Agreement it shall notify HRI of that fact and (yshall pay or, where appropriate, credit HRI those amounts. d) all amounts The Contractor represents, warrants and certifies that are then duereimbursement claimed by the Contractor under this Agreement shall not duplicate reimbursement received from other sources, payable or reimbursable including, but not limited to any Servicer (excluding master servicing client fees, trustee feesprivate insurance, certificate administrator feespublic donations, operating advisor fees and asset representations reviewer feesgrants, all legislative funding from units of which government, or any other source. The terms of this paragraph shall be payable by each deemed continuing representations upon which HRI has relied in entering into and which are the essences of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesagreements herein.

Payments. All amounts tendered by (a) Prior to any acceleration of the Mortgage Loan Borrower or otherwise available for payment Notes pursuant to Section 5.2, on or with respect each Distribution Date, upon receipt of written instructions from the Servicer pursuant to or in connection with Section 4.6(d) of the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic PaymentsSale and Servicing Agreement, the Balloon PaymentIndenture Trustee (or, Liquidation Proceedsif the Indenture Trustee is not the Paying Agent, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Paying Agent) shall apply the Available Funds for such Distribution Date to make the following payments and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer deposits in the following order of priority without duplication (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer): (i) to the Servicer, the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts specified in Section 3.8(b) of the Sale and Servicing Agreement for the preceding Collection Period; (ii) pro rata: (a) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee, (I) any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer, including in its role as successor Administrator, and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement and (II) any unpaid Transition Costs due to the Indenture Trustee as Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments pursuant to subclauses (a)(I) and (a)(II) of this clause (ii) shall be made at not exceed $175,000 in the aggregate; and (b) to the Asset Representations Reviewer, any unpaid fees and expenses for the preceding Collection Period plus any overdue fees and expenses for prior Collection Periods plus any unpaid indemnity amounts due to the Asset Representations Reviewer; provided, however, that total payments pursuant to subclause (b) of this clause (ii) shall not exceed $175,000 per year; (iii) to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such times as are Distribution Date; (iv) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Servicing Agreement):Priority Principal Distributable Amount, if any, for such Distribution Date; (v) to the Note Payment Account, for payment of interest on the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date; (vi) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Secondary Principal Distributable Amount, if any, for such Distribution Date; (vii) to the Note Payment Account, for payment of interest on the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date; (viii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Tertiary Principal Distributable Amount, if any, for such Distribution Date; (ix) to the Note Payment Account, for payment of interest on the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date; (x) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Quaternary Principal Distributable Amount, if any, for such Distribution Date; (xi) to the Reserve Account, the Reserve Account Deficiency, if any, for such Distribution Date; (xii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(d), the Regular Principal Distributable Amount, if any, for such Distribution Date; (xiii) pro rata: (a) firstto the Indenture Trustee, on a Pro Rata any unpaid fees, expenses and Pari Passu Basisindemnity amounts due to the Indenture Trustee pursuant to this Indenture; (b) to the Indenture Trustee, any amounts due in connection with the indemnification of the Indenture Trustee if it has become the Successor Servicer, including in its role as successor Administrator, that are in excess of the related cap described in clause (ii)(a)(I) above; (c) if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to each Noteholder in an amount equal the Indenture Trustee any Transition Costs due to the accrued Indenture Trustee in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii)(a)(II) above or any Transition Costs due to such other Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period and any unpaid interest on Additional Servicing Fees from prior Collection Periods; and (d) to the Principal Balance Asset Representations Reviewer, any unpaid fees, expenses and indemnity amounts due to the Asset Representations Reviewer that are in excess of the related cap described under clause (ii)(b) above; and (xiv) to the Certificate Payment Account, for each Note at payment to the applicable Net Interest Rate;Certificateholders, any remaining Available Funds (the “Excess Collections”). (b) secondNotwithstanding any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds pursuant to Section 5.4(b). (c) If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available amount to the Holders of each Class of Class A Notes pro rata based on the Total Note Interest payable to such Class on such Distribution Date. (d) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date to the extent provided in this Section 2.8. On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Class A-2a Noteholders and the Class A-2b Noteholders, ratably, until the principal amount of the Class A-2a Notes and the Class A-2b Notes has been paid in full; (iii) to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full; (iv) to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes has been paid in full; (v) to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full; (vi) to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and (vii) to the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The unpaid principal amount of the Class A-1 Notes, to the extent not previously paid, shall be due and payable on the Class A-1 Final Distribution Date, the principal amount of the Class A-2a Notes, to the extent not previously paid, shall be due and payable on the Class A-2a Final Distribution Date, the principal amount of the Class A-2b Notes, to the extent not previously paid, shall be due and payable on the Class A-2b Final Distribution Date the principal amount of the Class A-3 Notes, to the extent not previously paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes, to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date and the principal amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date and (ii) for purposes of distributions from the Reserve Account pursuant to Section 8.2(b), any portion of the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount shall be deemed to be due on any Distribution Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with Section 2.8(a). For the avoidance of doubt, the Priority Principal Distributable Amount, Secondary Priority Principal Distributable Amount, Tertiary Priority Principal Distributable Amount, Quaternary Priority Principal Distributable Amount and Regular Principal Distributable Amount, or any portion thereof, shall not be due (other than in accordance with Sections 2.8(e)(i), 5.2 and 10.1), unless amounts are actually available to make such payments in accordance with Section 2.8(a). (f) The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes and the Class A-2b Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such Person, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.1(a) or Section 10.2(b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. The Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay all Total Note Interest for any Distribution Date to the Holders of the Notes on the related Record Date even if a portion of such Total Note Interest relates to an earlier Distribution Date. (g) All principal and interest payments on each Class of Notes shall be made pro rata to the Holders of such Class. The Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2. (h) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on a Pro Rata the date on which the Notes have been declared immediately due and Pari Passu Basis payable following an Event of Default. On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of principal together with all Excess Collections, if any, to make the following payments in the following order of priority: (i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (ii) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding Principal Balances principal amount of such Class as of such Distribution Date, until the principal amount of each Note, to each Noteholder in an amount equal to such Class of the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note remaining Class A Notes has been reduced to zeropaid in full; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the Class B Noteholders until the principal amount of any unreimbursed costs and expenses the Class B Notes has been paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementin full; (div) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by Class C Noteholders until the Mortgage Loan Borrower, shall be paid to each Noteholder in an principal amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadClass C Notes has been paid in full; and (ev) fifthto the Class D Noteholders until the principal amount of the Class D Notes has been paid in full. (i) The Indenture Trustee (or, if any excess amount the Indenture Trustee is available to be distributed not the Paying Agent, the Paying Agent) shall transfer amounts from the Reserve Account and deposit amounts transferred from the Reserve Account, in respect each case at the written direction of the Mortgage LoanServicer and on behalf of the Noteholders, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses Sale and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAgreement.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and; (e) fifth, on a Pro Rata and Pari Passu Basis, up to an amount equal to the unpaid Deferred Interest; and (f) sixth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da)-(e), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay when due to the Administrative Agent or the related Managing Agent, as applicable, for the account of the relevant Purchasers and L/C Issuers, the Administrative Agent, Funding Sources or Indemnified Parties on a full recourse basis, as applicable, (i) such fees as set forth in the Fee Letter (which fees shall be sufficient to pay all fees owing to the Committed Purchasers), (ii) all CP Costs, (iii) all amounts tendered payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller on the Mortgage Loan Borrower or otherwise available for payment on or Settlement Date following deemed receipt by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with respect Sections 2.2 and 2.3 hereof), (v) all amounts required pursuant to or Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all unreimbursed Reimbursement Obligations, (viii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Mortgage Loan Receivables, (ix) all Broken Funding Costs and (x) all Default Fees (collectively, the “Obligations”). Upon the occurrence and during the continuation of an Amortization Event, the Default Fee shall accrue and be payable on each Settlement Date, or, if earlier, on demand by the Administrative Agent. Notwithstanding the foregoing, no provision of this Agreement or the Mortgaged Property Fee Letter shall require the payment or permit the collection of any amounts realized as proceeds thereof, whether received hereunder in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair excess of the Mortgaged Property maximum permitted by applicable law. If at any ▇▇▇▇ ▇▇▇▇▇▇ receives any Collections or released is deemed to the Mortgage Loan Borrower receive any Deemed Collections, Seller shall immediately remit such Collections or Deemed Collections to Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan Purchasers and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAdministrative Agent.

Payments. (a) [RESERVED] (b) All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Master Servicer or the Trustee under the Servicing Agreement Agreement, and (y) all amounts that are then due, payable or reimbursable to any Servicer Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer with respect to the Mortgage Loan pursuant to the Servicing Agreement, in each case solely to the extent payments and other collections received with respect to the Mortgage Loan and/or the Property are allocated to such amounts pursuant to the Servicing Agreement (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and fees, asset representations reviewer fees, and principal and interest Advances, all of which shall be payable by each of the Noteholders to such parties party from collections allocable to the respective Noteholders in respect of which such fees accrued or such Advances were made, in each case out of distributions made to them in respect of each such Note), with respect to the Mortgage Loan respectively, and excluding interest on principal and interest Advances which are reimbursable pursuant to the Servicing Agreement (such amounts contemplated by clauses (xSection 3(c) and (y), “Withheld Amounts”below), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (ai) first, to the Note A Holders, on a Pro Rata and Pari Passu BasisBasis based on their respective entitlements, to up to, in the case of each Noteholder in Note A Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for each the related A Note at the applicable Net Interest Rate; (bii) second, on a Pro Rata and Pari Passu Basis Basis, to the Note A Holders, based on the outstanding respective Principal Balances of each Notethe A Notes, to each Noteholder in an aggregate amount equal to the principal payments receivedreceived (or other amounts allocated to principal pursuant to the Servicing Agreement and this Agreement), if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such the Principal Balance for each A Note has been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 3 or Section 4(i), plus interest thereon at the applicable Net Interest Rate for such Note compounded monthly from the date the related Realized Loss was allocated to each A Note, such amount to be allocated to such Note A Holder, on a Pro Rata and Pari Passu Basis based on the amount of Realized Losses previously allocated to each such Noteholder; (iv) fourth, any unreimbursed costs and expenses Default Interest (i) actually paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder the Borrower and (or paid or advanced by any Servicer ii) in excess of interest accrued on its behalf and not previously paid or reimbursed) with respect to Principal Balance of the Mortgage Loan at the Interest Rate, to the Note A Holders (subject to the allocation of such amount pursuant to this Agreement or the terms of the Servicing Agreement; (d) fourth), on a Pro Rata and Pari Passu Basis, any in an amount calculated on the Principal Balance of the A Notes on such Monthly Payment Date prior to the application of funds contemplated in this Section 3 at the excess of (A) the Default Rate on the A Notes over (B) the Interest Rate on the A Notes; (v) fifth, to the Note A Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to all Prepayment PremiumFees allocated to the related A Note in accordance with the Mortgage Loan Agreement; (vi) sixth, to the extent assumption or transfer fees actually paid by the Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan Loan), any such assumption or transfer fees, to the extent actually paid by the Borrower, shall be paid to each Noteholder in an amount up to its the Note A Holders (pro rata interest thereinrata, based on the product of the applicable their respective Percentage Interest multiplied by the applicable Relative SpreadInterests); and (evii) fifthseventh, if any excess amount is available to be distributed in respect of the Mortgage Loaneach Noteholder, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interestspercentage interests in the Mortgage Loan. (c) All payments of principal on the Notes shall be made on a Pro Rata and Pari Passu Basis. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Cumulative Appraisal Reduction Amounts and certain other trust expenses, shall be allocated to the Notes pro rata, based on a Pro Rata their respective Percentage Interests in accordance with this Agreement. Notwithstanding anything to the contrary herein, if an Advance of principal or interest is made with respect to any A Note, then Advance Interest Amounts thereon shall only be reimbursed from Default Interest and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of late payment charges collected on the Mortgage Loan shall be reimbursed on a Pro Rata Loan, as and Pari Passu Basis after all to the extent provided in the Servicing Agreement, from amounts of interest and principal have otherwise been paid in full on all by the NotesBorrower to cover such Advance Interest Amounts.

Payments. All amounts tendered Payments due hereunder in respect of Insured Payments shall be disbursed to the Beneficiary by wire transfer of immediately available funds to an account of the Beneficiary specified in the applicable Notice of Claim. The Insurer's obligations hereunder in respect of Insured Payments shall be discharged to the extent that funds are transferred to the Beneficiary as provided in the Notice of Claim, whether or not such funds are properly applied by the Mortgage Loan Borrower Beneficiary. If any amount or otherwise available for payment property paid, credited, transferred or delivered to the Beneficiary by the Trust becomes an Avoided Payment, the Insurer will pay the amount of such Avoided Payment when due to be paid pursuant to an applicable Order, but in any event no earlier than the fourth Business Day following Receipt by the Insurer from the Beneficiary of (i) a certified copy of such Order, (ii) a certificate by or on behalf of the Beneficiary that such Order has been entered and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by the Beneficiary, irrevocably assigning to the Insurer all rights and claims of the Beneficiary against the estate of the Trust or otherwise, which rights and claims relate to or arise under or with respect to the subject Avoided Payment, and (iv) a Notice of Claim appropriately completed and executed by the Beneficiary. Such payment shall be disbursed to the receiver, conservator, administrator, debtor-in-possession or trustee in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received bankruptcy named in the form of Periodic PaymentsOrder, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied not to the restoration Beneficiary directly, unless the Beneficiary has previously paid the Avoided Payment over to such court or repair of receiver, conservator, administrator, debtor-in-possession, or trustee in bankruptcy, in which case the Mortgaged Property or released Insurer will pay the Beneficiary subject to the Mortgage Loan Borrower delivery of (a) the items referred to in accordance with the terms of the Mortgage Loan Documentsclauses (i), (ii), (iii) and (iv) above to the extent permitted by the REMIC Provisions)Insurer, but excluding and (xb) all amounts for required reserves or escrows required by the Mortgage Loan Documents (evidence satisfactory to the extentInsurer that payment has been made to such court or receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order. Notwithstanding the foregoing paragraph, in accordance with no event shall the terms of the Mortgage Loan Documents) Insurer be obligated to be held as reserves or escrows or received as reimbursements on account of recoveries make any payment in respect of Advances then due and payable or reimbursable an Avoided Payment prior to the Servicer under date such Avoided Payment is Due for Payment. In the Servicing Agreement and (y) all amounts event that are then due, payable or reimbursable to the payment of any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them amount in respect of any Insured Payment is accelerated or must otherwise be paid by the Trust in advance of the scheduled payment date therefore, nothing in this Policy shall be deemed to require the Insurer to make any payment hereunder in respect of any such Note)Insured Payment prior to the date such Insured Payment otherwise would have been Due for Payment without giving effect to such acceleration, unless the Insurer in its sole discretion elects to make any prior payment, in whole or in part, with respect to the Mortgage Loan pursuant to the Servicing Agreement (any such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesInsured Payment.

Payments. All amounts tendered (i) Upon the JOAbecoming effective, the Farmor shall pay or bear the Carry Obligation on the basis of periodic computations of expenditure under the Carry Obligation expressed in cash calls issued by the Mortgage Loan Borrower or otherwise available for payment on or with respect Farmee to or in connection with the Mortgage Loan or Farmor according to the Mortgaged Property or amounts realized as proceeds thereof, whether received procedures established in the form of Periodic PaymentsJOA. Upon the Farmee becoming the Operator, the Balloon PaymentFarmee shall periodically issue and send to both Parties the necessary cash calls as required for Joint Operations under the JOA. The cash calls will be borne one hundred percent (100%) by the Farmee, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing until the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Farmee’s obligations with regard to the restoration or repair Carry Obligation have been satisfied. Thereafter, cash calls will be borne by each Party in proportion to their Participating Interest. Without prejudice to the foregoing, the Party who is the Operator for the time being shall provide the other Party (the “Other Party”), within thirty (30) days of demand by the Other Party, an account of actual expenditure made with regard to the Carry Obligation. (ii) Payment of the Mortgaged Property or released Past Costs shall be made on the Effective Date by wire transfer into the bank account notified in writing by the Farmor to the Mortgage Loan Borrower Farmee. (iii) Payment of the First Attributable Costs shall be made on the Effective Date by wire transfer into the bank account notified in writing by the Farmor to the Farmee. (iv) Payment of the Supplementary Attributable Costs shall be made within ten (10) Working Days of the receipt by the Farmee of the appropriate invoices for such Supplementary Attributable Costs and any other documentation as reasonably requested by the Farmee to the bank account notified in writing by the Farmor to the Farmee, provided that the payment by the Farmee of any Supplementary Attributable Costs, shall be subject to the Farmor or an Affiliate providing to the Farmee a Supplementary Attributable Costs Letter of Credit in accordance with the terms Clause 4.2(v). (v) Payment of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, Farm-in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments Fee shall be made at such times as are set forth on the Closing Date by wire transfer into the bank account notified in writing by the Servicing Agreement):Farmor to Farmee. (vi) The Farmor or an Affiliate shall provide: (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal the First Attributable Costs Letter of Credit to the accrued and unpaid interest Farmee on the Principal Balance for each Note at the applicable Net Interest Rate;Effective Date. (b) secondfor any Supplementary Attributable Costs, on a Pro Rata and Pari Passu Basis based Supplementary Attributable Costs Letter of Credit to the Farmee on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal same date that the Farmor provides to the principal payments received, if any, with respect to Farmee all appropriate invoices for such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata Supplementary Attributable Costs and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid other documentation as reasonably requested by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesFarmee.

Payments. All amounts tendered by In the Mortgage event of any Insolvency Proceeding: (a) Subject to Section 2.4, (1) (x) all net proceeds of Term Loan Borrower or otherwise available for payment on or with respect Priority Collateral (other than Permitted Reorganization Securities) shall be applied pursuant to or Section 4 hereof to permanently reduce the Term Loan Obligations until all Term Loan Obligations are Paid in connection Full before any Distribution with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Paymentscash, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit securities or other collateral property, shall be made to one or instrument securing more Revolving Loan Creditors on account of any Revolving Loan Obligations, and (y) any Distribution from Term Loan Priority Collateral, whether in cash, securities or other property which would otherwise, but for the Mortgage terms hereof, be payable or deliverable in respect of the Revolving Loan or Insurance and Condemnation Proceeds Obligations (other than proceeds, awards Permitted Reorganization Securities) shall be paid or settlements that are required delivered directly to the Term Loan Agent to be applied pursuant to the restoration or repair of the Mortgaged Property or released to the Mortgage Section 4 hereof until all Term Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding Obligations are Paid In Full and (2) (x) all amounts for required reserves or escrows required by net proceeds of Revolving Loan Priority Collateral (other than Permitted Reorganization Securities) shall be applied pursuant to Section 4 hereof to permanently reduce the Mortgage Revolving Loan Documents (to the extent, Obligations until all Revolving Loan Obligations are Paid in accordance Full before any Distribution with the terms of the Mortgage proceeds thereof, whether in cash, securities or other property, shall be made to one or more Term Loan Documents) to be held as reserves or escrows or received as reimbursements Creditors on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement any Term Loan Obligations, and (y) all amounts that are then dueany Distribution from Revolving Loan Priority Collateral, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them deliverable in respect of such Note), with respect the Term Loan Obligations (other than Permitted Reorganization Securities) shall be paid or delivered directly to the Mortgage Loan Revolving Agent to be applied pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as Section 4 hereof until all Revolving Loan Obligations are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;Paid In Full. (b) secondEach Revolving Loan Creditor irrevocably authorizes, on a Pro Rata empowers and Pari Passu Basis based on the outstanding Principal Balances of each Notedirects any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to each Noteholder pay or otherwise deliver all such Distributions described in an amount equal Section 8.5(a) from Term Loan Priority Collateral to the principal payments receivedTerm Loan Agent. Each of the Revolving Loan Creditors also irrevocably authorizes and empowers the Term Loan Agent, if anyin the name of such Revolving Loan Creditor, with respect to demand, ▇▇▇ for, collect and receive any and all such Payment Date with respect Distributions from Term Priority Loan Collateral. Each Term Loan Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions described in Section 8.5(a) from Revolving Loan Priority Collateral to the Mortgage LoanRevolving Agent. Each of the Term Loan Creditors also irrevocably authorizes and empowers the Revolving Agent, until in the name of such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu BasisTerm Loan Creditor, to each Noteholder up to the amount of demand, ▇▇▇ for, collect and receive any unreimbursed costs and expenses paid by all such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Distributions from Revolving Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesPriority Collateral.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment Interest on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which a definitive Debt Security shall be payable by each of paid on the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and applicable Interest Payment Date. Such interest payments shall be made by check mailed to the Holder thereof at the close of business on the Record Date preceding such Interest Payment Date at such times as are set forth Holder’s address appearing in the Servicing Agreement): (a) firstRegister. The principal of each definitive Debt Security, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the together with accrued and unpaid interest thereon, shall be due on the Principal Balance for each Note Payment Date (subject to the right of the Holder thereof on the related Record Date to receive interest due on an Interest Payment Date that is on or prior to such Principal Payment Date) and shall be paid against presentation and surrender of such definitive Debt Security at the offices of the Global Agent or other paying agent. Payments on the Principal Payment Date shall be made by check provided at the appropriate office of the Global Agent or other paying agent or mailed by the Global Agent to the Holder of such definitive Debt Security. U.S. dollar checks shall be drawn on a bank in the United States. Checks in a Specified Payment Currency other than U.S. dollars shall be drawn on a bank office located outside the United States. Notwithstanding the provisions described in the preceding paragraph relating to payments by check, the Holder of an aggregate principal amount of at least $10,000,000 of an issue of Debt Securities of which definitive Debt Securities form a part (or, in the case of a definitive Debt Security denominated in a Specified Currency other than U.S. dollars, the Specified Currency equivalent of at least $10,000,000) may elect to receive payments thereon by wire transfer of immediately available funds in the Specified Payment Currency to an account in such Specified Payment Currency with a bank designated by such Holder that is acceptable to Freddie Mac; provided, that such bank has appropriate facilities therefor and accepts such transfer and such transfer is permitted by any applicable Net law or regulation and will not subject Freddie Mac to any liability, requirement or unacceptable charge. In order for such Holder to receive such payments, the relevant paying agent (including the Global Agent) must receive at its office from such Holder (i) in the case of payments on an Interest Rate; Payment Date, a written request therefor not later than the close of business (a) on the related Record Date in the case of a definitive Debt Security or (b) second, on 15 days prior to such Interest Payment Date in the case of a Pro Rata and Pari Passu Basis based Registered Debt Security issued in the global form; or (ii) in the case of payments on the outstanding Principal Balances Payment Date, a written request therefor not later than the close of each Note, business on the date 15 days prior to each Noteholder in an amount equal such Principal Payment Date and the related definitive Debt Security not later than two Business Days prior to such Principal Payment Date. Such written request must be delivered to the principal payments receivedrelevant paying agent (including the Global Agent) by mail, if any, with respect to by hand delivery or by tested or authenticated telex. Any such Payment Date with respect request shall remain in effect until the relevant paying agent receives written notice to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, contrary. All payments on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, definitive Debt Securities shall be paid subject to each Noteholder in an amount up to its pro rata interest thereinany applicable law or regulation. If a payment outside the United States is illegal or effectively precluded by exchange controls or similar restrictions, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed payments in respect of the Mortgage Loan, and not otherwise applied related definitive Debt Securities may be made at the office of any paying agent in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesUnited States.

Payments. (a) All amounts tendered payments to the State under this lease must be made payable to the State in the manner directed by the Mortgage Loan Borrower or State, and unless otherwise available for payment on or with respect specified, must be tendered to the State at: DEPARTMENT OF NATURAL RESOURCES ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or in connection person at either of the Department’s Public Information Centers located at ▇▇▇ ▇. ▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Anchorage, Alaska Fairbanks, Alaska or to any depository designated by the State with at least 60 days notice to the lessee. (b) All payments made to ASRC under this lease must be made payable to ASRC in the manner directed by ASRC, and unless otherwise specified, must be tendered to ASRC at: ARCTIC SLOPE REGIONAL CORPORATION P.O. BOX 129 BARROW, ALASKA 99723 ATTENTION: TREASURER or to any depository designated by ASRC (acting by the president or any vice president of ASRC) with at least 60 days notice to the lessee. (c) As provided in the Settlement Agreement between the State and ASRC, it is agreed and stipulated that the oil, gas, and associated substances in and under the leased area within the respective sections of land described in subparagraph 1(a) of this lease are owned in proportion to the following respective undivided percentages (with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair undivided percentage interest of the Mortgaged Property or released to State being called the Mortgage Loan Borrower in accordance with "State percentage" and the terms undivided percentage interest of ASRC being called the Mortgage Loan Documents"ASRC percentage"), to-wit Township: Section: State percentage: ASRC percentage: Lessee agrees and covenants, for itself and its successors and assigns, to pay or deliver directly to ASRC the extent permitted applicable ASRC percentage in amount, or in kind (if applicable under Paragraph 37 of this lease), of all bonuses, annual rentals, royalties, net profits and any other consideration or thing of value payable by the REMIC Provisions)lessee to lessors for or under this lease, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due determined and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), calculated separately with respect to the Mortgage Loan pursuant respective portions of the leased area within each of the separate sections of land described above in which the leased area is situated; provided only that any bid deposit paid by the lessee incident to submitting a bid or offer for this lease and which is refundable to lessee in the event of rejection of that bid or offer may be paid by lessee to the Servicing Agreement State, and ASRC will look to the State for accounting for the applicable ASRC percentage of that bid deposit in the event of acceptance of that bid or offer. Likewise, Lessee agrees and covenants, for itself and its successors and assigns, to pay or deliver directly to the State the applicable State percentage in amount, or in kind (such amounts contemplated by clauses (x) and (yif applicable under Section 38 of this lease), “Withheld Amounts”)of all bid deposits, shall be distributed bonuses, annual rentals, royalties, net profits and other consideration or thing of value payable by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal lessee to the accrued lessors for or under this lease, determined and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date calculated separately with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product respective portions of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect leased area within each of the Mortgage Loan, and not otherwise applied separate sections of land described above in accordance with which the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesleased area is situated.

Payments. All amounts tendered (a) On each Distribution Date, other than the final Distribution Date, the Grantor Trustee shall distribute to each Certificateholder of record on the directly preceding Record Date for each class of Certificates issued under this Agreement, the Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest represented by the Mortgage Loan Borrower or otherwise available for payment on or such Holder's Certificates with respect to or in connection with the Mortgage Loan or the Mortgaged Property or such class of Certificates) of all amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied distributed on such Distribution Date to the restoration or repair Class of Certificates held by such Certificateholder, based on information provided to the Grantor Trustee by the Underlying Indenture Trustee. The Grantor Trustee shall calculate the Available Funds received from the Underlying Notes and the Grantor Trustee shall determine the amount to be distributed to each Certificateholder. All of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms Grantor Trustee's calculations of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, based solely on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal information provided to the accrued and unpaid interest Grantor Trustee by the Underlying Indenture Trustee. The Grantor Trustee shall not be required to confirm, verify or recompute any such information but shall be entitled to rely conclusively on the Principal Balance for each Note at the applicable Net Interest Rate;such information. (b) second, on a Pro Rata and Pari Passu Basis based on Payment of the outstanding Principal Balances of each Note, above amounts to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; Certificateholder shall be made (ci) third, on a Pro Rata and Pari Passu Basis, by check mailed to each Noteholder up to Certificateholder entitled thereto at the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder address appearing in the Certificate Register or (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedii) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid upon receipt by the Mortgage Loan Borrower, shall be paid Grantor Trustee on or before the fifth Business Day preceding the Record Date of written instructions from a Certificateholder by wire transfer to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied a United States dollar account maintained by the applicable Relative Spreadpayee at any United States depository institution with appropriate facilities for receiving such a wire transfer; and (e) fifthPROVIDED, if any excess amount is available to be distributed HOWEVER, that the final payment in respect of the Mortgage Loan, Certificates will be made only upon presentation and not otherwise applied in accordance with surrender of such respective Certificates at the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance office or agency of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts Grantor Trustee specified in the notice to Certificateholders of interest and principal have otherwise been paid in full on all the Notessuch final payment.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property Properties or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property Properties or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer (excluding master except for any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing feesfee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and; (e) fifth, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid Excess Interest on the Principal Balance for each Note; and (f) sixth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da)-(e), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Protection Advances and reimbursement of Property Protection Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, the related Non-Lead Securitization Noteholder and (y) following the securitization of such Note, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. All expenses and losses relating to the Mortgage Loan and the Mortgaged PropertyProperties, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied a) Subject always to the restoration or repair provisions of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, DPP and except to the extent permitted by otherwise provided in any Finance Document, if any Administrative Party receives a payment insufficient to discharge all the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable by the Owner under the Finance Documents, then the Administrative Party must apply that payment towards the obligations of the Owner under the Finance Documents in the following order: (i) first, in or reimbursable towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by the Finance Parties, the Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering possession of the Security Assets and all remuneration payable to the Servicer Finance Parties for which the relevant Finance Party is entitled to be reimbursed under the Servicing Agreement Finance Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and (yreinstatement costs) all amounts that are then dueprovided that, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of any such Note), with respect payment or payments payable to the Mortgage Loan pursuant Swap Banks, the amount paid shall not exceed the Swap Limit; (ii) secondly, in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties or the Account Bank under the Finance Documents to the Servicing Agreement extent not recovered under subparagraph (i) above provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts contemplated recovered by clauses the Swap Banks under subparagraph (xi) above, shall not exceed the Swap Limit; (iii) thirdly, in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraphs (i) and (y), “Withheld Amounts”)ii) above, shall be distributed by not exceed the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):Swap Limit; (aiv) firstfourthly, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause (iii)) payable to the Principal Balance for Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii) and (iii) above, shall not exceed the Swap Limit; (v) fifthly, in or towards payment pro rata of: (A) any due but unpaid Break Costs of the Finance Parties; or (B) any due but unpaid principal payable to the Finance Parties, in each Note at case, under the applicable Net Interest RateFinance Documents provided that, in respect of any suchpayment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit; (vi) sixthly, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance Parties under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv) and (v) above, shall not exceed the Swap Limit; (vii) seventhly, any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii), (iii), (iv), (v) and (vi) above; and (viii) after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards payment of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction. (b) secondThe Facility Agent must, on a Pro Rata and Pari Passu Basis based on if so directed by all the outstanding Principal Balances of each NoteLenders, vary the order set at subparagraphs (a)(ii) to each Noteholder in an amount equal (a)(vi) above, provided always that to the principal extent that the provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this Agreement other than the order of payments received, if any, with respect to such Payment Date with respect to in paragraph (a) above shall require the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;prior written consent of the Owner. (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of This Clause 13.7 will override any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid appropriation made by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesOwner.

Payments. All amounts tendered 2.1 Subject to the terms of this Agreement and the Promoter abiding by the Mortgage Loan Borrower or otherwise available for payment construction milestones as expressly mentioned in this Agreement, the Allottee shall make all payments, on or with respect to or in connection with written demand by the Mortgage Loan or Promoter, within the Mortgaged Property or amounts realized stipulated time as proceeds thereof, whether received mentioned in the form Payment Plan through cheque/demand draft/pay order/wire transfer/RTGS/NEFT or online payment (as applicable) drawn in favour of/to the account of Periodic Paymentsthe Promoterpayable at Kolkata. 2.2 The Promoter shall be entitled to securities the Total Price and other amounts payable by the Allottee under this Agreement (or any part thereof), in the manner permissible under the Act/Rules, in favour of any persons including banks/financial institutions and shall also be entitled to transfer and assign to any persons the right to directly receive the Total Price and other amounts payable by the Allottee under this Agreement or any part thereof. Upon receipt of such intimation from the Promoter, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are Allottee shall be required to be applied to the restoration or repair make payment of the Mortgaged Property or released to Total Price and other amounts payable in accordance with this Agreement, in the Mortgage Loan Borrower manner as intimated. 2.3 In the event of the Allottee obtaining any financial assistance and/or housing loan from any bank/ financial institution, the Promoter shall act in accordance with the instructions of the bank/ financial institution in terms of the Mortgage Loan Documents, agreement between the Allottee and the Bank/ financial institution SUBJECT HOWEVER that such bank/financial institution shall be required to the extent permitted by the REMIC Provisions), but excluding (x) disburse/pay all such amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer Promoter under this Agreementand in no event the Servicing Promoter shall assume any liability and/or responsibility for any loan and/or financial assistance which may be obtained by the Allottee from such bank/ financial institution. 2.4 The timely payment of all the amounts payable by the Allottee under this Agreement and (y) all amounts including the Total Price), is the essence of the contract. An intimation forwarded by the Promoter to the Allottee that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all a particular milestone of which construction has been achieved shall be payable by each sufficient proof thereof. The Promoter demonstrating dispatch of such intimation to the address of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement Allottee as stated at Clause 29 (such amounts contemplated Notice) including by clauses (x) and (y), “Withheld Amounts”)e-mail, shall be distributed conclusive proof of service of such intimation by the Master Servicer Promoter upon the Allottee, and non- receipt thereof by the Allottee/s shall not be a plea or an excuse for non-payment of any amount or amounts. 2.5 In the event of delay and/or default on the part of the Allottee in the following order making payment of priority any GST, Service Tax, VAT, TDS or any other tax, levies, cess etc., then without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, prejudice to each Noteholder in an amount equal any other rights or remedies available to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to Promoter under this Agreement or under applicable law, the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, Promoter shall be paid entitled to each Noteholder in an amount up to its pro rata interest thereinadjust against any subsequent amounts received from the Allottee, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifthsaid unpaid tax levy, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance cess etc. along with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advancespenalty etc. payable thereon, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce from the principal balance due date till the date of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesadjustment.

Payments. All amounts tendered 2.1 Subject to the terms of this Agreement and the Promoter abiding by the Mortgage Loan Borrower or otherwise available for payment construction milestones as expressly mentioned in this Agreement, the Allottee / Purchaser shall make all payments, on or with respect to or in connection with written demand by the Mortgage Loan or Promoter, within the Mortgaged Property or amounts realized stipulated time as proceeds thereof, whether received mentioned in the form Payment Plan through cheque/demand draft/pay order/wire transfer/RTGS/NEFT or online payment (as applicable) drawn in favour of/to the account of Periodic Paymentsthe Promoter payable at Kolkata. 2.2 The Promoter shall be entitled to securities the Total Price and other amounts payable by the Allottee / Purchaser under this Agreement (or any part thereof), in the manner permissible under the Act/Rules, in favour of any persons including banks/financial institutions and shall also be entitled to transfer and assign to any persons the right to directly receive the Total Price and other amounts payable by the Allottee / Purchaser under this Agreement or any part thereof. Upon receipt of such intimation from the Promoter, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are Allottee / Purchaser shall be required to be applied to the restoration or repair make payment of the Mortgaged Property or released to Total Price and other amounts payable in accordance with this Agreement, in the Mortgage Loan Borrower manner as intimated. 2.3 In the event of the Allottee / Purchaser obtaining any financial assistance and/or housing loan from any bank/ financial institution, the Promoter shall act in accordance with the instructions of the bank/ financial institution in terms of the Mortgage Loan Documents, agreement between the Allottee / Purchaser and the Bank/financial institution SUBJECT HOWEVER that such bank/financial institution shall be required to the extent permitted by the REMIC Provisions), but excluding (x) disburse/pay all such amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer Promoter under the Servicing this Agreement and in no event the Promoter shall assume any liability and/or responsibility for any loan and/or financial assistance which may be obtained by the Allottee / Purchaser from such bank/ financial institution. 2.4 The timely payment of all the amounts payable by the Allottee / Purchaser under this Agreement (y) all amounts including the Total Price), is the essence of the contract. An intimation forwarded by the Promoter to the Allottee / Purchaser that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all a particular milestone of which construction has been achieved shall be payable by each sufficient proof thereof. The Promoter demonstrating dispatch of such intimation to the address of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement Allottee / Purchaser as stated at Clause 29 (such amounts contemplated Notice) including by clauses (x) and (y), “Withheld Amounts”)e-mail, shall be distributed conclusive proof of service of such intimation by the Master Servicer Promoter upon the Allottee / Purchaser, and non receipt thereof by the Allottee/s / Purchaser / s shall not be a plea or an excuse for non- payment of any amount or amounts. 2.5 In the event of delay and/or default on the part of the Allottee / Purchaser in the following order making payment of priority any GST, Service Tax, VAT, TDS or any other tax, levies, cess etc., then without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, prejudice to each Noteholder in an amount equal any other rights or remedies available to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to Promoter under this Agreement or under applicable law, the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, Promoter shall be paid entitled to each Noteholder in an amount up to its pro rata interest thereinadjust against any subsequent amounts received from the Allottee / Purchaser, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifthsaid unpaid tax levy, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance cess etc. along with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advancespenalty etc. payable thereon, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce from the principal balance due date till the date of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesadjustment.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance payments and Condemnation Proceeds (other than proceeds, awards or settlements that are required prepayments to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries made in respect of Advances then principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due and from the Borrowers hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to notice of any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer feeskind, all of which are hereby expressly waived by the Borrowers, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be payable by each made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Noteholders Lenders with respect to the Revolving Credit Loans in immediately available funds, and the Administrative Agent shall promptly distribute such parties out amounts to the Lenders, as applicable, in immediately available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent with respect to the Revolving Credit Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate in the case of distributions made to them Loans or other amounts due in respect Dollars, or the Overnight Rate in the case of such Note)Loans or other amounts due in an Optional Currency, with respect to the Mortgage Loan pursuant amount of such payments for each day held by the Administrative Agent and not distributed to the Servicing Agreement (such amounts contemplated by clauses (x) Lenders. The Administrative Agent’s and (y)each Lender’s statement of account, “Withheld Amounts”)ledger or other relevant record shall, shall be distributed by the Master Servicer in the following order absence of priority without duplication (manifest error, be conclusive as the statement of the amount of principal of and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata Loans and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to other amounts owing under this Agreement or (including the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product Equivalent Amounts of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (ecurrencies where such computations are required) fifth, if any excess amount is available to and shall be distributed deemed an “account stated”. All payments of principal and interest made in respect of the Mortgage Loan, Loans must be repaid in the same currency (whether Dollars or the applicable Optional Currency) in which such Loan was made (subject to the Borrowers’ indemnity obligations under Section 4.8 [Increased Costs] and not otherwise applied in accordance Section 4.10 [Indemnity]) and all Reimbursement Obligations with the foregoing clauses (a)-(d), any remaining amount respect to each Letter of Credit shall be paid pro rata to each Noteholder made in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and same currency (whether Dollars or the Mortgaged Property, including without limitation losses applicable Alternate Currency) in which such Letter of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesCredit was issued.

Payments. All amounts tendered 2.1 Subject to the terms of this Agreement and the Promoter abiding by the Mortgage Loan Borrower or otherwise available for payment construction milestones as expressly mentioned in this Agreement, the Allottee shall make all payments, on or with respect to or in connection with written demand by the Mortgage Loan or Promoter, within the Mortgaged Property or amounts realized stipulated time as proceeds thereof, whether received mentioned in the form Payment Plan through cheque/demand draft/pay order/wire transfer/RTGS/NEFT or online payment (as applicable) drawn in favour of/to the account of Periodic Paymentsthe Promoter payable at Kolkata. 2.2 The Promoter shall be entitled to securitize the Total Price and other amounts payable by the Allottee under this Agreement (or any part thereof), in the manner permissible under the Act/Rules, in favour of any persons including banks/financial institutions and shall also be entitled to transfer and assign to any persons the right to directly receive the Total Price and other amounts payable by the Allottee under this Agreement or any part thereof. Upon receipt of such intimation from the Promoter, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are Allottee shall be required to be applied to the restoration or repair make payment of the Mortgaged Property or released to Total Price and other amounts payable in accordance with this Agreement, in the Mortgage Loan Borrower manner as intimated. 2.3 In the event of the Allottee obtaining any financial assistance and/or housing loan from any bank/ financial institution, the Promoter shall act in accordance with the instructions of the bank/ financial institution in terms of the Mortgage Loan Documents, agreement between the Allottee and the Bank/ financial institution SUBJECT HOWEVER that such bank/financial institution shall be required to the extent permitted by the REMIC Provisions), but excluding (x) disburse/pay all such amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer Promoter under the Servicing this Agreement and in no event the Promoter shall assume any liability and/or responsibility for any loan and/or financial assistance which may be obtained by the Allottee from such bank/ financial institution. 2.4 The timely payment of all the amounts payable by the Allottee under this Agreement (y) all amounts including the Total Price), is the essence of the contract. An intimation forwarded by the Promoter to the Allottee that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all a particular milestone of which construction has been achieved shall be payable by each sufficient proof thereof. The Promoter demonstrating dispatch of such intimation to the address of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated Allottee as stated at including by clauses (x) and (y), “Withheld Amounts”)e-mail, shall be distributed conclusive proof of service of such intimation by the Master Servicer Promoter upon the Allottee, and non receipt thereof by the Allottee/s shall not be a plea or an excuse for non-payment of any amount or amounts. 2.5 In the event of delay and/or default on the part of the Allottee in the following order making payment of priority any tax, levies, cess etc., if payable/applicable for allottee then without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, prejudice to each Noteholder in an amount equal any other rights or remedies available to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to Promoter under this Agreement or under applicable law, the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, Promoter shall be paid entitled to each Noteholder in an amount up to its pro rata interest thereinadjust against any subsequent amounts received from the Allottee, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifthsaid unpaid tax levy, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance cess etc. along with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advancespenalty etc. payable thereon, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce from the principal balance due date till the date of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesadjustment.

Payments. All amounts tendered by the Mortgage Loan Borrower shall not and shall not cause or permit its Subsidiaries to make any payment of principal or interest or otherwise available for payment on account of any trade payable or other indebtedness or liability incurred prior to the Effective Date other than in accordance with the Approved Budget (with respect to the Borrower and its Subsidiaries) and the Bankruptcy Court Orders (with respect to the Debtor Loan Parties), provided that such payments may be made: (i) to the holders of, or in respect of, wage, salary, commission, employee benefit and other employee compensation obligations (including expense reimbursements) which arose prior to the Effective Date; (ii) to landlords in connection with the Mortgage Loan or assumption of unexpired leases under Section 365 of the Mortgaged Property or amounts realized as proceeds thereofBankruptcy Code; (iii) to lessors and non-debtor parties to executory contracts in connection with the assumption of such leases and contracts under Section 365 of the Bankruptcy Code; (iv) in respect of workers’ compensation benefits and liability and property insurance policies of the Borrower; (v) in respect of payroll taxes, whether received in the form of Periodic Paymentssales and use taxes, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit garnishment payments or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower trust fund disbursements in accordance with the terms past practice of the Mortgage Loan Documents, Borrower; and (vi) to the extent permitted holders of Permitted Priority Liens, the proceeds of the assets subject to such Permitted Priority Liens in connection with the sale of such assets, in each case, after prior written notice of such payment has been given by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (Borrower to the extent, in accordance with the terms Agents and Lenders and subject to approval of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.Bankruptcy Court

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect (i) Subject to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of Section 13.5(f), the Mortgage Loan DocumentsLessee shall pay or cause to be paid all Impositions directly to the taxing authorities where feasible and otherwise to the Indemnitee, as appropriate, and the Lessee shall at its own expense, upon such Indemnitee's reasonable request, furnish to such Indemnitee copies of official receipts or other satisfactory proof evidencing such payment. (ii) In the case of Impositions for which no contest is conducted pursuant to Section 13.5(f) and which the Lessee pays directly to the taxing authorities, the Lessee shall pay such Impositions prior to the latest time permitted by the relevant taxing authority for timely payment. In the case of Impositions for which the Lessee reimburses an Indemnitee, the Lessee shall do so within twenty (20) days after receipt by the Lessee of demand by such Indemnitee describing in reasonable detail the nature of the Imposition and the basis for the demand (including the computation of the amount payable), but in no event shall the Lessee be required to pay such reimbursement prior to ten (10) days before the latest time permitted by the relevant taxing authority for timely payment. In the case of Impositions for which a contest is conducted pursuant to Section 13.5(f), the Lessee shall pay such Impositions or reimburse such Indemnitee for such Impositions, to the extent not previously paid or reimbursed pursuant to subsection (a), prior to the latest time permitted by the REMIC Provisionsrelevant taxing authority for timely payment after conclusion of all contests under Section 13.5(f), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):. (aiii) firstAt the Lessee's request, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs indemnification payment by the Lessee pursuant to subsection (a) shall be verified and certified by an independent public accounting firm mutually acceptable to the Lessee and the Indemnitee. The fees and expenses paid by of such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent independent public accounting firm shall be paid by the Mortgage Loan BorrowerLessee unless such verification shall result in an adjustment in the Lessee's favor of 5% or more of the payment as computed by the Indemnitee, in which case such fee shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesIndemnitee.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property Properties or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property Properties or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer (excluding master except for any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing feesfee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Protection Advances and reimbursement of Property Protection Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) for so long as such Note is held by the Initial Noteholder or an affiliate thereof, the related Non-Lead Securitization Noteholder and (y) when such Note is no longer held by the Initial Noteholder or an affiliate thereof, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. All expenses and losses relating to the Mortgage Loan and the Mortgaged PropertyProperties, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered Payments due hereunder in respect of Insured Payments shall be disbursed to the Securities Administrator, on behalf of the Beneficiary, by wire transfer of immediately available funds to an account of the Securities Administrator specified in the applicable Notice of Claim. The Insurer’s obligations hereunder in respect of Insured Payments shall be discharged to the extent that funds are transferred to the Securities Administrator as provided in the Notice of Claim, whether or not such funds are properly applied by the Mortgage Loan Borrower Securities Administrator. If any amount or otherwise available for payment property paid, credited, transferred or delivered to the Securities Administrator by the Trust becomes an Avoided Payment, the Insurer will pay the amount of such Avoided Payment when due to be paid pursuant to an applicable Order, but in any event no earlier than the fourth Business Day following Receipt by the Insurer from the Securities Administrator of (i) a certified copy of such Order, (ii) a certificate by or on behalf of the Beneficiary that such Order has been entered and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by the Beneficiary, irrevocably assigning to the Insurer all rights and claims of the Beneficiary against the estate of the Trust or otherwise, which rights and claims relate to or arise under or with respect to the subject Avoided Payment, and (iv) a Notice of Claim appropriately completed and executed by the Securities Administrator. Such payment shall be disbursed to the receiver, conservator, administrator, debtor-in-possession or trustee in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received bankruptcy named in the form of Periodic PaymentsOrder, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied not to the restoration Securities Administrator directly, unless the Securities Administrator has previously paid the Avoided Payment over to such court or repair of receiver, conservator, administrator, debtor-in-possession, or trustee in bankruptcy, in which case the Mortgaged Property or released Insurer will pay the Securities Administrator subject to the Mortgage Loan Borrower delivery of (a) the items referred to in accordance with the terms of the Mortgage Loan Documentsclauses (i), (ii), (iii) and (iv) above to the extent permitted by the REMIC Provisions)Insurer, but excluding and (xb) all amounts for required reserves or escrows required by the Mortgage Loan Documents (evidence satisfactory to the extentInsurer that payment has been made to such court or receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order. Notwithstanding the foregoing paragraph, in accordance with no event shall the terms of the Mortgage Loan Documents) Insurer be obligated to be held as reserves or escrows or received as reimbursements on account of recoveries make any payment in respect of Advances then due and payable or reimbursable an Avoided Payment prior to the Servicer under date such Avoided Payment is Due for Payment. In the Servicing Agreement and (y) all amounts event that are then due, payable or reimbursable to the payment of any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them amount in respect of any Insured Payment is accelerated or must otherwise be paid by the Trust in advance of the scheduled payment date therefore, nothing in this Policy shall be deemed to require the Insurer to make any payment hereunder in respect of any such Note)Insured Payment prior to the date such Insured Payment otherwise would have been Due for Payment without giving effect to such acceleration, unless the Insurer in its sole discretion elects to make any prior payment, in whole or in part, with respect to the Mortgage Loan pursuant to the Servicing Agreement (any such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesInsured Payment.

Payments. All amounts tendered 2.1 Subject to the terms of this Agreement and the Promoter abiding by the Mortgage Loan Borrower or otherwise available for payment construction milestones as expressly mentioned in this Agreement, the Allottee shall make all payments, on or with respect to or in connection with written demand by the Mortgage Loan or Promoter, within the Mortgaged Property or amounts realized stipulated time as proceeds thereof, whether received mentioned in the form Payment Plan through cheque/demand draft/pay order/wire transfer/RTGS/NEFT or online payment (as applicable) drawn in favour of/to the account of Periodic Paymentsthe Promoter payable at Kolkata. 2.2 The Promoter shall be entitled to securitise the Total Price and other amounts payable by the Allottee under this Agreement (or any part thereof), in the manner permissible under the Act/Rules, in favour of any persons including banks/financial institutions and shall also be entitled to transfer and assign to any persons the right to directly receive the Total Price and other amounts payable by the Allottee under this Agreement or any part thereof. Upon receipt of such intimation from the Promoter, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are Allottee shall be required to be applied to the restoration or repair make payment of the Mortgaged Property or released to Total Price and other amounts payable in accordance with this Agreement, in the Mortgage Loan Borrower manner as intimated. 2.3 In the event of the Allottee obtaining any financial assistance and/or housing loan from any bank/ financial institution, the Promoter shall act in accordance with the instructions of the bank/ financial institution in terms of the Mortgage Loan Documents, agreement between the Allottee and the Bank/ financial institution SUBJECT HOWEVER that such bank/financial institution shall be required to the extent permitted by the REMIC Provisions), but excluding (x) disburse/pay all such amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer Promoter under the Servicing this Agreement and in no event the Promoter shall assume any liability and/or responsibility for any loan and/or financial assistance which may be obtained by the Allottee from such bank/ financial institution. 2.4 The timely payment of all the amounts payable by the Allottee under this Agreement (y) all amounts including the Total Price), is the essence of the contract. An intimation forwarded by the Promoter to the Allottee that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all a particular milestone of which construction has been achieved shall be payable by each sufficient proof thereof. The Promoter demonstrating dispatch of such intimation to the address of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement Allottee as stated at Clause 29 (such amounts contemplated Notice) including by clauses (x) and (y), “Withheld Amounts”)e-mail, shall be distributed conclusive proof of service of such intimation by the Master Servicer Promoter upon the Allottee, and non- receipt thereof by the Allottee/s shall not be a plea or an excuse for non-payment of any amount or amounts. 2.5 In the event of delay and/or default on the part of the Allottee in the following order making payment of priority any GST, Service Tax, VAT, TDS or any other tax, levies, cess etc., then without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, prejudice to each Noteholder in an amount equal any other rights or remedies available to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to Promoter under this Agreement or under applicable law, the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, Promoter shall be paid entitled to each Noteholder in an amount up to its pro rata interest thereinadjust against any subsequent amounts received from the Allottee, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifthsaid unpaid tax levy, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance cess etc. along with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advancespenalty etc. payable thereon, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce from the principal balance due date till the date of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesadjustment.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form (a) Payments of Periodic PaymentsInvestor Interest Collections and Investment Proceeds. On each Payment Date, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair Indenture Trustee shall distribute out of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, Payment Account (to the extent permitted by of Investor Interest Collections for a Loan Group collected during the REMIC Provisions)related Collection Period, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed deposits by the Master Servicer pursuant to Section 3.03 of the Sale and Servicing Agreement, and any Crossover Amounts) the following amounts and in the following order of priority without duplication to the following persons (and payments shall be made at such times as are set forth based on the information in the Servicing Agreement):Certificate), for each Loan Group: (ai) firstto pay the premium related to that Loan Group pursuant to the Insurance Agreement to the Credit Enhancer; (ii) on the second, on a Pro Rata third, fourth, fifth and Pari Passu Basissixth Payment Dates, to each Noteholder in an amount equal to pay the accrued and unpaid monthly interest on the Principal related Class A-IO Component Notional Balance for each Note at the applicable Net Interest related Class A-IO Component Note Rate; (biii) second, on a Pro Rata and Pari Passu Basis based to pay the Aggregate Investor Interest for that Class of Principal Amount Notes for the Payment Date to the related Noteholders; (iv) to pay the Investor Loss Amount for that Class of Principal Amount Notes for the Payment Date to the related Noteholders as principal in reduction of the related Note Principal Balance; (v) to pay the Investor Loss Reduction Amount for that Class of Principal Amount Notes to the related Noteholders in reduction of their Note Principal Balance; (vi) to pay any amounts described in item (iii) above that remain unpaid to the Holders of the unrelated Class of Principal Amount Notes on the outstanding Payment Date (after taking into account the allocation of 100% of the Investor Interest Collections relating to the unrelated Class of Notes on the Payment Date) to the Holders of the unrelated Class of Principal Balances of each NoteAmount Notes; (vii) to pay previously unreimbursed Credit Enhancement Draw Amounts related to that Loan Group together with interest on such amounts at the applicable rate in the Insurance Agreement to the Credit Enhancer; (viii) after the sixth Payment Date, to each Noteholder in an amount equal pay the related Accelerated Principal Payment Amount to the related Class of Principal Amount Noteholders as principal payments receivedin reduction of the related Note Principal Balance; (ix) after the sixth Payment Date, if any, with respect to such pay the unrelated Accelerated Principal Payment Amount that remains unpaid (after taking into account the allocation of 100% of the Investor Interest Collections relating to the unrelated Class of Notes on the Payment Date) to the unrelated Class of Principal Amount Noteholders as principal in reduction of the unrelated Note Principal Balance; (x) to pay any amounts described in items (iv) and (v) above that remain unpaid to the Holders of the unrelated Class of Notes on the Payment Date (after taking into account the allocation of 100% of the Investor Interest Collections relating to the unrelated Class of Notes on the Payment Date) to the Holders of the unrelated Class of Principal Amount Notes; (xi) to pay any amounts related to the Loan Group owed to the Credit Enhancer pursuant to the Insurance Agreement to the Credit Enhancer; (xii) to pay any amounts required to be paid to the Master Servicer with respect to the Mortgage Loan, until such Principal Balance for each Note has related Class of Notes pursuant to Sections 3.08 and 5.03 of the Sale and Servicing Agreement that have not been reduced previously paid to zerothe Master Servicer; (cxiii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up pay previously unreimbursed Credit Enhancement Draw Amounts related to the amount unrelated Class of Principal Amount Notes together with interest on them at the applicable rate in the Insurance Agreement and any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) other amounts owed under the Insurance Agreement with respect to the Mortgage unrelated Loan pursuant Group to this Agreement or the Servicing AgreementCredit Enhancer; (dxiv) on the second, third, fourth, on a Pro Rata fifth and Pari Passu Basis, any Prepayment Premiumsixth Payment Dates, to pay accrued monthly interest on unrelated Class A-IO Component at the extent paid by applicable Class A-IO Component Note Rate (after taking into account the Mortgage Loan Borrower, shall be paid allocation of 100% of the Investor Interest Collections relating to each Noteholder in an amount up to its pro rata interest therein, based the unrelated Class of Notes on the product Payment Date); (xv) to the Basis Risk Carryforward Reserve Fund, first the Basis Risk Carryforward for each Class of Principal Amount Notes remaining unpaid after application of amounts in the applicable Percentage Interest multiplied by Basis Risk Carryforward Reserve Fund under Section 8.03(f)(1), and second to restore the applicable Relative Spreadamount in the Basis Risk Carryforward Reserve Fund to $5,000; and (exvi) fifth, if any excess remaining amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Issuer for distribution in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesTrust Agreement.

Payments. All amounts tendered by Payments on REMIC Certificates shall be made from the Mortgage Loan Borrower principal and interest payments made on the related Assets and any cash or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received other eligible assets in the form related REMIC Pool, from any payment made by ▇▇▇▇▇▇▇ Mac pursuant to Section 4.06, and, if so provided in the related Terms Supplement, from any reinvestment by ▇▇▇▇▇▇▇ Mac of Periodic Paymentssuch principal and interest payments, during the Balloon Paymentapplicable Deposit Period. On each Payment Date, Liquidation Proceeds▇▇▇▇▇▇▇ Mac shall make such payments on (and in the case of any Accrual Class or Partial Accrual Class, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied such additions to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by principal amount of) the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Certificates issued in respect of Advances then due and payable or reimbursable any REMIC Pool as shall be provided in the related Terms Supplement. Subject to any allocation procedures that may apply in the case of a Retail Class, the Holders of REMIC Certificates of any Class entitled to receive payments on any Payment Date shall receive such payments on a pro rata basis among the REMIC Certificates of such Class. Unless otherwise provided in the related Terms Supplement, principal payments on REMIC Certificates shall be made on each Payment Date in an aggregate amount equal to the Servicer under sum of (i) the Servicing Agreement and (y) all amounts that are then dueamount of interest, payable if any, accrued on any related Accrual Classes or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them Partial Accrual Classes in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) related Accrual Period and not then payable as interest; and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (aii) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest applicable Asset Principal Amount for such Payment Date. All payments of principal on the Principal Balance for each Note at REMIC Certificates issued in respect of a particular REMIC Pool shall be made as provided in the applicable Net Interest Rate; (b) secondrelated Terms Supplement. All payments made on any REMIC Certificate on any Payment Date shall be applied first to any interest payable thereon on such Payment Date, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, then to each Noteholder in an amount equal any accrued interest that has been added to the principal thereof and then to the original principal thereof, unless otherwise specified in the related Terms Supplement. Unless otherwise provided in the related Terms Supplement, principal payments receivedon Retail Classes shall be made in accordance with, and subject to the terms and conditions set forth in, Appendix IV to the Offering Circular. The rounding of principal payments on a Retail Class on any Payment Date may cause (i) interest payments on the related Assets on subsequent Payment Dates to be in excess of the interest required to be paid on the related Classes or (ii) in the case of a Double-Tier Series, interest payments on the related Lower- Tier Classes on subsequent Payment Dates to be in excess of the interest required to be paid on the Upper- Tier Classes for such Series. Such excess interest payments shall be retained by the Registrar as a fee for its services. The proceeds remaining in any related Retail Rounding Account (as described in Appendix IV to the Offering Circular) after the principal amounts of all related Classes have been paid in full shall be distributed in accordance with the provisions of Section 4.09. Principal and interest payments shall be made on MACR Classes from principal and interest payments made on the related Class or Classes of REMIC Certificates. On any Payment Date when payments of principal are to be allocated from REMIC Certificates to MACR Certificates, such payments (or the net reduction in principal) shall be allocated from the applicable Class or Classes of REMIC Certificates to the related MACR Class or, if anythere are two or more related MACR Classes entitled to principal payments, with respect to such Classes, pro rata. Any payments or accruals of interest made on a Payment Date with on the REMIC Certificates issued in respect to of a particular REMIC Pool and any related MACR Classes shall be at the Mortgage LoanClass Coupons provided in or otherwise described in the related Terms Supplement and in respect of the related Accrual Period. Unless otherwise provided in the related Terms Supplement, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, interest accrued on a Pro Rata Certificate of each Class during an Accrual Period and Pari Passu Basis, any Prepayment Premiumto be paid thereon (or, to the extent paid by applicable in the Mortgage Loan Borrowercase of an Accrual Class or Partial Accrual Class, added to the principal amount thereof) on the related Payment Date shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product 1/12th of the applicable Percentage Interest Class Coupon multiplied by the principal amount (or notional principal amount) of such Certificate as determined from the applicable Relative Spread; and Class Factor published or otherwise determined for the month preceding the month of such Payment Date (ein the case of a Class backed directly or indirectly by Gold PCs or GNMA-Related Securities) fifth, if any excess amount is available to be distributed or for the second month preceding the month of such Payment Date (in respect the case of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da Class backed directly or indirectly by Original PCs or ARM PCs), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by Obligations of US Borrowers and Guarantors shall be payable to the Mortgage Loan US Payment Account and all Obligations of Canadian Borrowers shall be payable to the Canadian Payment Account. Agent shall apply payments received or collected from any US Borrower or otherwise available US Guarantor or for payment on the account of any US Borrower or with respect to US Guarantor (including the monetary proceeds of collections or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized of realization upon any US Collateral) as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documentsfollows: first, to pay any fees, indemnities or expense reimbursements then due to Agent from any US Borrower or US Guarantor; second, to pay any fees, indemnities, or expense reimbursements then due to Lenders and the extent permitted by the REMIC Provisions)applicable Issuing Bank from any US Borrower or US Guarantor; third, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries pay interest due in respect of Advances then due any US Loans (and payable or reimbursable including any Special Agent Advances); fourth, to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them pay principal in respect of such Note)Special Agent Advances; fifth, with to pay principal in respect of all US Loans and to the Mortgage Loan pay or prepay US Obligations then due arising under or pursuant to the Servicing Agreement any Hedge Agreements of a US Borrower or US Guarantor with a Bank Product Provider (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by then effective US Reserve established in respect of such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourthUS Obligations), on a Pro Rata pro rata basis; sixth, to pay or prepay any other US Obligations whether or not then due, in such order and Pari Passu Basismanner as Agent determines or to be held as cash collateral in connection with any Letter of Credit Obligations or other contingent US Obligations (including any such Obligations arising under or pursuant to any Bank Products) on a pro rata basis; and seventh, to pay any Prepayment Premiumof the Canadian Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) unless so directed by Agent, or unless an Event of Default shall exist or have occurred and be continuing, Agent shall not apply any payments which it receives to any Eurodollar Rate Loans, except (A) on the expiration date of the Interest Period applicable to any such Eurodollar Rate Loans or (B) in the event that there are no outstanding US Base Rate Loans and (ii) to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product any US Borrower uses any proceeds of the applicable Percentage Interest multiplied by US Loans or Letters of Credit to acquire rights in or the applicable Relative Spread; and (e) fifthuse of any US Collateral or to repay any Indebtedness used to acquire rights in or the use of any US Collateral, if any excess amount is available to be distributed payments in respect of the Mortgage LoanObligations shall be deemed applied first to the Obligations arising from US Loans and Letter of Credit Obligations that were not used for such purposes, and not otherwise applied in accordance with the foregoing clauses (a)-(d)second, any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan US Obligations arising from US Loans and Letter of Credit Obligations the Mortgaged Property, including without limitation losses proceeds of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied which were used to reduce acquire rights in or the principal balance use of any US Collateral in the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts chronological order in which such US Borrower acquired such rights in or the use of interest and principal have otherwise been paid in full on all the Notessuch US Collateral.

Payments. All amounts tendered In consideration for the license granted to Representative by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofSPC under this Agreement, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which Representative shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in make the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):to SPC: (a) firstRepresentative shall pay to SPC a monthly service charge, payable on the l5th day of the service month, for a Pro Rata and Pari Passu Basisminimum of one (1) month for each subscriber (client service representatives (▇▇▇▇▇▇) not included), to each Noteholder in an amount equal for access to the accrued ▇▇▇▇▇▇▇▇ Service as set forth in Exhibit A. The fees set forth at Exhibit A are exclusive of any fees or charges which may be imposed by any Sources, (if any) which fees shall be paid by Representative or its Subscribers directly to any Sources which request such direct payment or, alternatively, billed by SPC to Representative as set forth at paragraph 6(c) below. It is understood and unpaid interest on agreed that Source fees are subject to change at any time, without notice. SPC will make every reasonable effort to notify Representative of any such change within 15 days following the Principal Balance receipt of such fee change notice by SPC. Representative shall be responsible for each Note at the collection and payment to SPC or directly to the Sources of any and all applicable Net Interest Rate;fees charged to Subscribers by Sources for such Subscribers' access to the SPC Datafeed. Representative shall be responsible for payment of any Subscriber's Source fees to SPC or directly to the Sources in the event of any default by any Subscriber, if any source fees are applicable. (b) second, Representative shall not have to pay to SPC an Advance Fee of $1,000 for each Subscription location at which the ▇▇▇▇▇▇▇▇ Service is to be installed as long as Representative submits payment on a Pro Rata timely basis to SPC. If Representative becomes delinquent with payments to SPC, then SPC reserves the right to request direct agreements with Subscribers for payment of SPC's services. Furthermore, SPC reserves the right to institute an Advance Fee in the event that Representative becomes delinquent to SPC. This fee shall be remitted by Representative to SPC at the time of placing any new order, and Pari Passu Basis based on shall be applied as a credit against the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to payments otherwise owing for the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;installation and first month's service at that Subscribers location as determined and set forth at paragraph 6 (a) above. (c) third, SPC shall invoice Representative on a Pro Rata and Pari Passu Basismonthly basis in advance, for all fees owing under paragraph 6 (a), including any fees owed to each Noteholder up any Sources which do not ▇▇▇▇ Representative or Subscriber directly. SPC will be informed in writing of any charges disputed by Representative within fifteen (15) days from receipt of invoice by Representative. Both parties will make every reasonable effort to resolve any disputes related to the amount invoice within twenty-five (25) days from receipt of any unreimbursed costs invoice by Representative. Invoices will be due and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer payable on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or 15th day of the Servicing Agreement;service month noted on the invoice. (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, Any amounts payable to SPC by Representative hereunder which are more than thirty (30) days past due shall bear interest at the extent paid rate of 1-1/2% per month. Any invoice submitted by the Mortgage Loan Borrower, SPC shall be paid to each Noteholder deemed correct unless Representative advises SPC in an amount up to its pro rata interest therein, based on writing or e-mail within 30 days of receipt of invoice that it disagrees with the product invoice and specifies the nature of the applicable Percentage Interest multiplied disagreement. While such invoice is under documented dispute interest shall be suspended until such dispute is resolved. In addition, in the event invoices are not paid within 30 days of receipt, and such payment is not received by SPC within five (5) days of notice by SPC to Representative, not withstanding written notice submitted by Representative disputing such invoice SPC may discontinue ▇▇▇▇▇▇▇▇ Service to Representative and all Subscribers. SPC reserves the applicable Relative Spread; andright to impose and collect security deposits for any new orders submitted by Representative to SPC subsequent to any such discontinuance and restoration of ▇▇▇▇▇▇▇▇ Service for nonpayment as set forth herein. (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount Representative shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interestsresponsible for any sales, use, property, value added, or other similar taxes imposed on any transactions hereunder, except for taxes based upon income and taxes if the Representative furnishes an exception certificate. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, Representative shall be allocated responsible for any customs and import duties imposed by any U.S. or foreign governmental agency on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesany transactions hereunder.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form (a) Payments of Periodic PaymentsInvestor Interest Collections and Investment Proceeds. On each Payment Date, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair Indenture Trustee shall distribute out of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, Payment Account (to the extent permitted by of Investor Interest Collections for a Loan Group collected during the REMIC Provisions)related Collection Period, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, deposit in accordance with the terms lieu of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed capitalized interest by the Master Servicer pursuant to Section 3.02(b)(ii)(A) of the Sale and Servicing Agreement, and any Crossover Amounts) the following amounts and in the following order of priority without duplication to the following persons (and payments shall be made at such times as are set forth based on the information in the Servicing Agreement):Certificate), for each Loan Group: (ai) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal pay the Credit Enhancer the premium related to that Loan Group pursuant to the accrued and unpaid Insurance Agreement to the Credit Enhancer; (ii) to pay the Holders of the related Class of Notes the Aggregate Investor Interest (with interest on overdue interest (exclusive of Basis Risk Carryforward) to the extent permitted by applicable law) for that Class of Notes for the Payment Date to the related Noteholders; (iii) to pay the Holders of the related Class of Notes the Investor Loss Amount for that Class of Notes for the Payment Date to the related Noteholders as principal in reduction of the related Note Principal Balance Balance; (iv) to pay the Holders of the related Class of Notes the aggregate amount of the Investor Loss Reduction Amounts for each previous Payment Dates that have not been previously reimbursed to the related Noteholders pursuant to this clause (iv) to the Noteholders as principal in reduction of the related Note Principal Balance; (v) to pay the Holders of the unrelated Class of Notes any amounts described in items (iii) and (iv) above that remain unpaid on such Payment Date, after taking into account the allocation of 100% of the Investor Interest Collections relating to such other Class of Notes on such Payment Date; (vi) to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts related to that Loan Group together with interest on them at the applicable Net Interest Raterate in the Insurance Agreement; (bvii) second, on a Pro Rata and Pari Passu Basis based on to pay the outstanding Accelerated Principal Balances of each Note, to each Noteholder in an amount equal Payment Amount to the related Class of Noteholders as principal in reduction of the related Note Principal Balance; (viii) to pay the Holders of the unrelated Class of Notes any amounts described in item (ii) above that remain unpaid after taking into account payments received, if any, with respect of Investor Interest Collections to such Payment Date that Class of Notes from the related Loan Group; (ix) to pay any amounts related to the Loan Group owed to the Credit Enhancer pursuant to the Insurance Agreement to the Credit Enhancer; (x) to pay any amounts required to be paid to the Master Servicer with respect to the Mortgage Loan, until such Principal Balance for each Note has related Class of Notes pursuant to Sections 3.08 and 5.03 of the Sale and Servicing Agreement that have not been reduced previously paid to zerothe Master Servicer; (cxi) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up pay any Basis Risk Carryforward to the amount of related Noteholders; (xii) to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts related to the unrelated Loan Group together with interest on them at the applicable rate in the Insurance Agreement and for any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) other amounts owed under the Insurance Agreement with respect to the Mortgage unrelated Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadGroup; and (exiii) fifth, if any excess remaining amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Issuer for distribution in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesTrust Agreement.

Payments. All amounts tendered Payments on REMIC Certificates of any Series on any Payment Date shall be made from the principal and interest payments made on the related Assets and any cash or other eligible assets in the related REMIC Pool, from any payment made by the Mortgage Loan Borrower Guarantor pursuant to its guarantees in accordance with Section 4.06, and, if so provided in the related Terms Supplement, from any reinvestment by the Administrator of such principal and interest payments, during the applicable Deposit Period. On each Payment Date, the Administrator shall make such payments on (and in the case of any Accrual Class or otherwise available Partial Accrual Class, such additions to the principal amount of) the REMIC Certificates issued in respect of any REMIC Pool as shall be provided in the related Terms Supplement. Subject to any allocation procedures that may apply in the case of a Retail Class, the Holders of REMIC Certificates of any Class entitled to receive payments on any Payment Date shall receive such payments on a pro rata basis among the REMIC Certificates of such Class. The Administrator shall maintain one or more accounts (together, the “Custodial Account”), segregated from the general funds of ▇▇▇▇▇▇▇ Mac in its corporate capacity, for payment the deposit of collections on the Assets. Collections in respect of the Trust Funds established by ▇▇▇▇▇▇▇ Mac under this Agreement or trust funds established by ▇▇▇▇▇▇▇ Mac pursuant to any other trust agreements may be commingled in the Custodial Account, provided that the Administrator keeps, or causes to be kept, separate records of funds with respect to each such Trust Fund or other trust fund. Collections due to ▇▇▇▇▇▇▇ Mac, in connection with the Mortgage Loan or the Mortgaged Property or amounts realized its corporate capacity as proceeds thereofowner of assets held in its portfolio, whether received may also be commingled in the form Custodial Account, provided that the Administrator may withdraw such amounts for remittance to ▇▇▇▇▇▇▇ Mac from time to time. Funds on deposit in the Custodial Account may be invested by the Administrator in Eligible Investments. Investment earnings on deposits in the Custodial Account shall be for the benefit of Periodic Paymentsthe Administrator, and any losses on such investments shall be paid by the Balloon PaymentAdministrator. On each Payment Date, Liquidation Proceedsamounts on deposit in the Custodial Account shall be withdrawn upon the order of the Administrator, proceeds under any guarantyon behalf of the Trustee, letter for the purpose of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied making distributions to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentrelated Holders, in accordance with this Agreement. Unless otherwise provided in the terms related Terms Supplement, principal payments on REMIC Certificates shall be made on each Payment Date in an aggregate amount equal to the sum of (i) the Mortgage Loan Documents) to be held as reserves amount of interest, if any, accrued on any related Accrual Classes or escrows or received as reimbursements on account of recoveries Partial Accrual Classes in respect of Advances the related Accrual Period and not then due and payable or reimbursable to the Servicer under the Servicing Agreement as interest; and (yii) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest applicable Asset Principal Amount for such Payment Date. All payments of principal on the Principal Balance for each Note at REMIC Certificates issued in respect of a particular REMIC Pool shall be made as provided in the applicable Net Interest Rate; (b) secondrelated Terms Supplement. All payments made on any REMIC Certificate on any Payment Date shall be applied first to any interest payable thereon on such Payment Date, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, then to each Noteholder in an amount equal any accrued interest that has been added to the principal thereof and then to the original principal thereof, unless otherwise specified in the related Terms Supplement. Unless otherwise provided in the related Terms Supplement, principal payments receivedon Retail Classes shall be made in accordance with, and subject to the terms and conditions set forth in, Appendix IV to the Offering Circular. The rounding of principal payments on a Retail Class on any Payment Date may cause (i) interest payments on the related Assets on subsequent Payment Dates to be in excess of the interest required to be paid on the related Classes or (ii) in the case of a Double-Tier Series, interest payments on the related Lower-Tier Classes on subsequent Payment Dates to be in excess of the interest required to be paid on the Upper-Tier Classes for such Series. Such excess interest payments shall be retained by the Administrator as a fee for its services. The proceeds remaining in any related Retail Rounding Account (as described in Appendix IV to the Offering Circular) after the principal amounts of all related Classes have been paid in full shall be distributed in accordance with the provisions of Section 4.09. Principal and interest payments shall be made on MACR Classes from principal and interest payments made on the related Class or Classes of REMIC Certificates. On any Payment Date when payments of principal are to be allocated from REMIC Certificates to MACR Certificates, such payments (or the net reduction in principal) shall be allocated from the applicable Class or Classes of REMIC Certificates to the related MACR Class or, if anythere are two or more related MACR Classes entitled to principal payments, with respect to such Classes, pari passu, as their interests may appear. Any payments or accruals of interest made on a Payment Date with on the REMIC Certificates issued in respect to of a particular REMIC Pool and any related MACR Classes shall be at the Mortgage LoanClass Coupons provided in or otherwise described in the related Terms Supplement and in respect of the related Accrual Period. Unless otherwise provided in the related Terms Supplement, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, interest accrued on a Pro Rata Certificate of each Class during an Accrual Period and Pari Passu Basis, any Prepayment Premiumto be paid thereon (or, to the extent paid by applicable in the Mortgage Loan Borrowercase of an Accrual Class or Partial Accrual Class, added to the principal amount thereof) on the related Payment Date shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product 1/12th of the applicable Percentage Interest Class Coupon multiplied by the principal amount (or notional principal amount) of such Certificate as determined from the applicable Relative Spread; and Class Factor published or otherwise determined for the month preceding the month of such Payment Date (ein the case of a Class backed directly or indirectly by Gold PCs or GNMA-Related Securities) fifth, if any excess amount is available to be distributed or for the second month preceding the month of such Payment Date (in respect the case of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da Class backed directly or indirectly by Original PCs or ARM PCs), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by 4.1 The Customer must pay the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received Hire Fee in the form sum and when prescribed in the Hire Schedule and these Terms and Conditions. To the extent not otherwise stated in the Hire Schedule, Hire Fees that are periodic are payable in advance on the Commencement Date and each recurrence of Periodic Paymentsthe interval thereof (eg. weekly or monthly or otherwise) as specified in the Hire Schedule. For short term or other particular hires (as determined by ICP), ICP may require the payment of the Hire Fee for the entirety of the Hire Period upfront on the Commencement Date. This will be specified in the Hire Schedule. 4.2 In addition to the Hire Fee, but without limitation to any other provision of these Terms and Conditions, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted Customer must pay on demand by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):ICP: (a) first, on a Pro Rata and Pari Passu Basis, (Replacement Cost) ICP’s cost to each Noteholder in an amount equal acquire new replacement Equipment for any Equipment which is not returned to the accrued and unpaid interest on the Principal Balance ICP (for each Note at the applicable Net Interest Ratewhatever reason); (b) second, on a Pro Rata and Pari Passu Basis based on (Cleaning) all costs incurred by ICP in cleaning the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to Equipment if not cleaned by the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zeroCustomer before its return; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up (Repairs) all costs incurred by ICP in repairing any damage to the amount Equipment sustained whilst in the possession of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementCustomer; (d) fourth(Fuel & consumables) the cost of consumables provided by ICP (including fuel, on a Pro Rata oils etc.) and Pari Passu Basis, any Prepayment Premium, to the extent paid not returned or replenished by the Mortgage Loan BorrowerCustomer; (e) (Delivery and collection) all costs incurred by ICP in delivering and recovering possession of the Equipment if not collected or returned by the Customer; (f) (Call Out Fees) Call Out Fees for any attendances by ICP required in the course of the Hire Period or at the request of the Customer; (g) (Duties & taxes) any duties, shall be paid to each Noteholder goods and services tax, other taxes, tolls, fines, penalties, levies or Government or semi-Government charges whatsoever payable in an amount up to its pro rata interest therein, based respect of the hire or arising from the Customer’s use of the Equipment even if not specified on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadHire Schedule; and (eh) fifth(PPSA) the cost of ICP taking any action under clause 7 (including registration fees). 4.3 The Customer shall be liable for interest on outstanding payments under the Hire Agreement calculated daily at the rate of 3% per month. 4.4 Without limiting the rights of ICP, if any excess amount is available to be distributed in respect the Customer has provided credit card or other payment methods for the debiting of the Mortgage LoanHire Fee, and not otherwise applied in accordance with the foregoing clauses Customer authorises ICP to debit from the said credit card or other payment method any fees, charges or other monies (a)-(d), including interest) owing by the Customer to ICP under the Hire Agreement. 4.5 The Customer will be taken to have approved any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating charges billed to the Mortgage Loan and Customer or debited from the Mortgaged Property, including without limitation losses Customer’s credit card or other payment method provided by the Customer unless the Customer gives notice of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses any dispute of such charges within thirty (including reductions by a bankruptcy court30) applied to reduce the principal balance days of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts date of interest and principal have otherwise been paid in full on all billing or debiting of the Notescharge.

Payments. 4.1. As full consideration for the delivery of the Goods, performance of the Services, and the assignment of rights or other transfers as provided in the Agreement, Buyer shall pay Vendor the amount specified in the Purchase Order. All payments shall be by Buyer’s corporate check or electronic transfer, at Buyer’s option. 4.2. Each invoice submitted by Vendor must be provided to Buyer within ninety (90) days of the delivery of the Goods or completion of the Services. Buyer will be entitled to a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Goods or completion of the Services. All undisputed amounts tendered payable shall be made within thirty (30) days after receipt and acceptance by Buyer of a correct invoice. Payment is considered made when Buyer’s check is mailed or electronic transfer is initiated. Buyer shall not be liable for any unbilled or under-billed amounts payable for Goods or Services which are invoiced more than twelve (12) months after such Goods are delivered or Services are performed. Unless otherwise agreed to by Vendor and Buyer, no advance payment shall be made for the Mortgage Loan Borrower Goods or otherwise available for payment on Services. 4.3. Vendor shall accompany each invoice with a cover page, or other appropriate written report, setting forth a description of the Goods and Services with respect to which such amounts are payable in sufficient detail to permit Buyer to determine the accuracy of payments required by such invoice. Applicable taxes and other charges shall be stated separately on Vendor’s invoice. Vendor shall invoice Buyer only for Goods actually delivered and Services actually performed. 4.4. Buyer reserves the right to reject and return all incorrect invoices. An incorrect invoice is one that includes charges for Goods not delivered to Buyer, Services not performed for Buyer, Goods delivered or Services performed not to specification, or where the price and/or quantity stated on the invoice differs from the price and/or quantity agreed upon between Buyer and Vendor. Buyer reserves the right to withhold payment of any invoiced amount which is disputed in connection with good faith by Buyer. In such event, Buyer shall provide a reasonably detailed explanation of its basis for withholding such amounts, and the Mortgage Loan or the Mortgaged Property or parties shall use commercially reasonable efforts to resolve such dispute. Any withholding of disputed amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to will not be applied to the restoration or repair deemed a breach of the Mortgaged Property or released Agreement by Buyer. 4.5. For at least three (3) years after the Goods are delivered and/or the Services are performed, Vendor shall keep all usual and proper records and books of account relating to its performance under the Mortgage Loan Borrower in accordance with Agreement and the terms of amounts billed to Buyer. Buyer has the Mortgage Loan Documentsright to audit Vendor’s records related to performance under the Agreement, at Buyer’s expense, at any reasonable time and upon reasonable notice, to determine if Buyer was billed appropriately. In the extent permitted event such audit or audits reveal overpayment by the REMIC Provisions)Buyer in any amount whatsoever, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which Vendor shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to pay Buyer the amount of any unreimbursed costs and expenses paid by such Noteholder overpayment within fifteen (15) calendar days of notice from Buyer. If such audit reveals an overpayment in excess of ten percent (10%) of the amount that should have been billed to Buyer, Vendor shall also reimburse Buyer’s audit expenses, including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourthoutside expert fees, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loanlegal fees, and not otherwise applied in accordance with the foregoing clauses accounting fees, within fifteen (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses 15) calendar days of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesnotice from Buyer.

Payments. (a) All amounts tendered by Obligations shall be payable to Agent Payment Account as provided in Section 6.3 or such other place as Agent may designate from time to time. Subject to the Mortgage Loan other terms and conditions contained herein, Agent shall apply payments received or collected from any Borrower or otherwise available Guarantor or for payment on the account of any Borrower or with Guarantor (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to pay any fees, indemnities or expense reimbursements then due to Agent, Lenders and Issuing Bank from any Borrower or Guarantor; second, to pay interest due in respect of any Loans (and including any Special Agent Advances) or Letter of Credit Obligations; third, to or pay principal in connection with respect of Special Agent Advances; fourth, to pay principal in respect of the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofLoans, whether received any then due Obligations under any Secured Rate Contract and to provide cash collateral for then outstanding Letter of Credit Obligations in the form manner described in Section 2.2, ratably to the aggregate, combined principal balance of Periodic Paymentsthe principal of the Revolving Loans, the Balloon Payment, Liquidation Proceeds, proceeds then due Obligations under any guarantySecured Rate Contract and the outstanding Letter of Credit Obligations; fifth, letter of credit to pay Obligations then due arising under or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds pursuant to any Hedge Agreement (other than proceeds, awards any Secured Rate Contract) of a Borrower or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance Guarantor with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding a Bank Product Provider (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs then effective Reserve established in respect of such Obligations), on a pro rata basis; sixth, to pay or prepay any other Obligations whether or not then due, in such order and expenses paid by such Noteholder including manner as Agent determines and, at any unreimbursed trust fund expenses not previously reimbursed time an Event of Default exists or has occurred and is continuing, to such Noteholder be held as cash collateral in connection with any Letter of Credit; and seventh, to pay Obligations arising under or pursuant to any Bank Product (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect other than to the Mortgage Loan pursuant extent provided for above) on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement, (i) unless so directed by Agent, or unless a Default or an Event of Default shall exist or have occurred and be continuing, Agent shall not apply any payments which it receives to any Eurodollar Rate Loans, except (A) on the expiration date of the Interest Period applicable to any such Eurodollar Rate Loans or (B) in the event that there are no outstanding Prime Rate Loans and (ii) to the extent any Borrower uses any proceeds of the Loans or Letters of Credit to acquire rights in or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the Obligations shall be deemed applied first to the Obligations arising from Loans and Letter of Credit Obligations that were not used for such purposes and second to the Obligations arising from Loans and Letter of Credit Obligations the proceeds of which were used to acquire rights in or the use of any Collateral in the chronological order in which such Borrower acquired such rights in or the use of such Collateral. (b) At Agent’s option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the Servicing other Financing Agreements may be charged directly to the loan account(s) of any Borrower maintained by Agent. If after receipt of any payment of, or proceeds of Collateral applied to the payment of, any of the Obligations, Agent, any Lender or Issuing Bank is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Agent or such Lender. Borrowers and Guarantors shall be liable to pay to Agent, and do hereby indemnify and hold Agent and Lenders harmless for the amount of any payments or proceeds surrendered or returned. This Section 6.4(b) shall remain effective notwithstanding any contrary action which may be taken by Agent or any Lender in reliance upon such payment or proceeds. This Section 6.4 shall survive the payment of the Obligations and the termination of this Agreement;. (di) fourthImmediately upon receipt by any Borrower of any cash proceeds of any asset disposition (other than any Permitted Disposition described in clauses (a), (b), (e) and (f) of the definition thereof), Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on a Pro Rata and Pari Passu Basis, any Prepayment Premium, such asset (to the extent paid by the Mortgage Loan Borrowersuch Liens constitute encumbrances permitted hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with Section 6.4(a). The Commitment shall not be permanently reduced by the foregoing clauses amount of any such prepayments. (a)-(dii) If any Borrower issues Capital Stock or incurs any Indebtedness (other than Indebtedness permitted by Section 9.9), any remaining no later than the Business Day following the date of receipt of the proceeds thereof, Borrowers shall prepay the Loans (and cash collateralize Letter of Credit Obligations) in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be paid pro rata to each Noteholder applied in accordance with their respective initial Percentage InterestsSection 6.4(a). All expenses and losses relating to The Commitment shall not be permanently reduced by the Mortgage Loan and the Mortgaged Property, including without limitation losses amount of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesany such prepayments.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):Mortgages Trust (a) firstThe Cash Manager shall procure that so far as it may be able in relation to all Mortgage Loans comprised in the Mortgage Portfolio, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on following amounts are paid into the Principal Balance for each Note at the applicable Net Interest Rate;Mortgages Trustee Transaction Account: (bi) secondall Monthly Payments, on a Pro Rata other interest received under and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, Loans and not otherwise applied any costs or other amounts received under the Mortgage Loans (including in accordance with any such case amounts recovered on enforcement of rights against any Borrower or guarantor of the foregoing clauses (a)-(d)Borrower, any remaining Mortgaged Property or any of the Borrower's or guarantor's other property or assets); (ii) all final releases and all repayments or prepayments of principal under the Mortgage Loans; (iii) any amount received by or on behalf of the Mortgages Trustee pursuant to any Insurance Policy; and (iv) any other amounts whatsoever received by or on behalf of the Mortgages Trustee on or after the Initial Closing Date, (b) The Cash Manager shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating procure that the following amounts are credited to the Mortgage Loan and Mortgages Trustee GIC Account: (i) from time to time upon written or electronic receipt of instructions from the Mortgaged PropertyAdministrator, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied all amounts standing to reduce the principal balance credit of the Mortgage Loan shall be reimbursed Mortgages Trustee Transaction Account; and (ii) all interest earned on a Pro Rata any of (A) the Mortgages Trustee Transaction Account, (B) the Mortgages Trustee GIC Account and Pari Passu Basis after (C) all investment proceeds from Authorised Investments purchased from amounts standing to the credit of interest and principal have otherwise been paid in full on all either the NotesMortgages Trustee Transaction Account or the Mortgages Trustee GIC Account.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form (a) Payments of Periodic PaymentsInvestor Interest Collections and Investment Proceeds. On each Payment Date, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair Indenture Trustee shall distribute out of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, Payment Account (to the extent permitted by of Investor Interest Collections for a Loan Group collected during the REMIC Provisions)related Collection Period, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed deposits by the Master Servicer pursuant to Section 3.03 of the Sale and Servicing Agreement, and any Crossover Amounts) the following amounts and in the following order of priority without duplication to the following persons (and payments shall be made at such times as are set forth based on the information in the Servicing Agreement):Certificate), for each Loan Group: (ai) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal pay the premium related to that Loan Group pursuant to the accrued and unpaid Insurance Agreement to the Credit Enhancer; (ii) to pay the Aggregate Investor Interest (with interest on overdue interest (exclusive of Basis Risk Carryforward) to the extent permitted by applicable law) for that Class of Notes for the Payment Date to the related Noteholders; (iii) to pay the Investor Loss Amount for that Class of Notes for the Payment Date to the related Noteholders as principal in reduction of the related Note Principal Balance Balance; (iv) to pay the Investor Loss Reduction Amount and the Loss Utilization Amount, in each case, for each that Class of Notes for the Payment Date to the related Noteholders in reduction of their Note Principal Balance; (v) to pay any amounts described in item (ii) above that remain unpaid to the Holders of the unrelated Class of Notes on the Payment Date (after taking into account the allocation of 100% of the Investor Interest Collections relating to the unrelated Class of Notes on the Payment Date) to the Holders of the unrelated Class of Notes; (vi) to pay previously unreimbursed Credit Enhancement Draw Amounts related to that Loan Group together with interest on such amounts at the applicable Net Interest Raterate in the Insurance Agreement to the Credit Enhancer; (bvii) second, on a Pro Rata to pay the related Accelerated Principal Payment Amount to the related Class of Noteholders as principal in reduction of the related Note Principal Balance; (viii) to pay any amounts described in items (iii) and Pari Passu Basis based (iv) above that remain unpaid to the Holders of the unrelated Class of Notes on the outstanding Principal Balances Payment Date (after taking into account the allocation of each Note, to each Noteholder in an amount equal 100% of the Investor Interest Collections relating to the principal payments received, if any, with respect unrelated Class of Notes on the Payment Date) to such Payment Date the Holders of the unrelated Class of Notes; (ix) to pay any amounts related to the Loan Group owed to the Credit Enhancer pursuant to the Insurance Agreement to the Credit Enhancer; (x) to pay any amounts required to be paid to the Master Servicer with respect to the Mortgage Loan, until such Principal Balance for each Note has related Class of Notes pursuant to Sections 3.08 and 5.03 of the Sale and Servicing Agreement that have not been reduced previously paid to zerothe Master Servicer; (cxi) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up pay previously unreimbursed Credit Enhancement Draw Amounts related to the amount of unrelated Loan Group together with interest on them at the applicable rate in the Insurance Agreement and any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) other amounts owed under the Insurance Agreement with respect to the Mortgage unrelated Loan pursuant Group to this Agreement or the Servicing AgreementCredit Enhancer; (dxii) fourth, on a Pro Rata and Pari Passu Basis, to pay any Prepayment Premium, Basis Risk Carryforward to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spreadrelated Noteholders; and (exiii) fifth, if any excess remaining amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Issuer for distribution in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesTrust Agreement.

Payments. All 7.1 The Renter is obliged to punctually pay the Rental Company all the amounts tendered that are due under the terms of this contract, namely: a) The rental price of the Vehicle, calculated according to the duration of the rental and the rate/km provided for in the particular conditions or, failing that, according to the price in force at the beginning of the contract; b) The additional rate provided for in the chart published by the Mortgage Loan Borrower or otherwise Rental Company and available at the counters of the rental centers, in use on the date, for payment on or with respect to or in connection with the Mortgage Loan or return of the Mortgaged Property or amounts realized as proceeds thereof, whether received Vehicle at a location other than that stated in the form of Periodic Paymentsspecial conditions; c) Any and all charges relating to deposit reduction, the Balloon Paymentpersonal accident coverage, Liquidation Proceedscollision and rollover coverage, proceeds under theft coverage and any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower applicable charges in accordance with the terms rate or rates contained in the particular or special conditions of this contract; d) All taxes and fees imposed on the rental of the Mortgage Loan DocumentsVehicle, to or the extent permitted amount specified by the REMIC Provisions)Rental Company for reimbursement of such taxes and fees; e) All costs sustained by the Rental Company, but excluding (x) all amounts for required reserves or escrows required by which are the Mortgage Loan Documents (to the extentRenter's responsibility, in accordance with the terms clauses of this Contract, in particular and without excluding others, the Mortgage Loan Documents) payment of tolls, parking fees or fines; 7.2 - The Renter, to ensure compliance with the obligations resulting from the Contract, will provide a credit card deposit for the amount referred to in the particular conditions, expressly authorizing the Rental Company to charge the credit card with the amounts due. Payment can be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable made by any other means deemed adequate without prejudice to the Servicer under the Servicing Agreement and (y) all Renter's obligation to indicate a credit card to debit other amounts that may be due in enforcing the contract. 7.3 - The Renter's payment obligations, namely those listed in paragraphs 7.1, are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable charged by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect Rental Company to the Mortgage Loan pursuant Renter's bank account identified in the particular conditions, using the credit card provided by the Renter at the time of signing the Contract, charge that the Renter authorizes the Rental Company to make, without prejudice to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, Renter's right to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced make payment by any Servicer other means. 7.4 - The Renter who signs the Agreement on its behalf and not previously paid or reimbursed) of a legal entity is jointly liable with respect to the Mortgage Loan pursuant to such legal entity for compliance with all obligations under this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered Payments on REMIC Certificates of any Series on any Payment Date shall be made from the principal and interest payments made on the related Assets and any cash or other eligible assets in the related REMIC Pool, from any payment made by the Mortgage Loan Borrower Guarantor pursuant to its guarantees in accordance with Section 4.06, and, if so provided in the related Terms Supplement, from any reinvestment by the Administrator of such principal and interest payments, during the applicable Deposit Period. On each Payment Date, the Administrator shall make such payments on (and in the case of any Accrual Class or otherwise available Partial Accrual Class, such additions to the principal amount of) the REMIC Certificates issued in respect of any REMIC Pool as shall be provided in the related Terms Supplement. Subject to any allocation procedures that may apply in the case of a Retail Class, the Holders of REMIC Certificates of any Class entitled to receive payments on any Payment Date shall receive such payments on a pro rata basis among the REMIC Certificates of such Class. The Administrator shall maintain one or more accounts (together, the “Custodial Account”), segregated from the general funds of ▇▇▇▇▇▇▇ Mac in its corporate capacity, for payment the deposit of collections on the Assets. Collections in respect of the Trust Funds established by ▇▇▇▇▇▇▇ Mac under this Agreement or trust funds established by ▇▇▇▇▇▇▇ Mac pursuant to any other trust agreements may be commingled in the Custodial Account, provided that the Administrator keeps, or causes to be kept, separate records of funds with respect to each such Trust Fund or other trust fund. Collections due to ▇▇▇▇▇▇▇ Mac, in connection with the Mortgage Loan or the Mortgaged Property or amounts realized its corporate capacity as proceeds thereofowner of assets held in its portfolio, whether received may also be commingled in the form Custodial Account, provided that the Administrator shall withdraw such amounts for remittance to ▇▇▇▇▇▇▇ Mac on a monthly basis. Funds on deposit in the Custodial Account may be invested by the Administrator in Eligible Investments. Investment earnings on deposits in the Custodial Account shall be for the benefit of Periodic Paymentsthe Administrator, and any losses on such investments shall be paid by the Balloon PaymentAdministrator. On each Payment Date, Liquidation Proceedsamounts on deposit in the Custodial Account shall be withdrawn upon the order of the Administrator, proceeds under any guarantyon behalf of the Trustee, letter for the purpose of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied making distributions to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentrelated Holders, in accordance with this Agreement. Unless otherwise provided in the terms related Terms Supplement, principal payments on REMIC Certificates shall be made on each Payment Date in an aggregate amount equal to the sum of (i) the Mortgage Loan Documents) to be held as reserves amount of interest, if any, accrued on any related Accrual Classes or escrows or received as reimbursements on account of recoveries Partial Accrual Classes in respect of Advances the related Accrual Period and not then due and payable or reimbursable to the Servicer under the Servicing Agreement as interest; and (yii) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest applicable Asset Principal Amount for such Payment Date. All payments of principal on the Principal Balance for each Note at REMIC Certificates issued in respect of a particular REMIC Pool shall be made as provided in the applicable Net Interest Rate; (b) secondrelated Terms Supplement. All payments made on any REMIC Certificate on any Payment Date shall be applied first to any interest payable thereon on such Payment Date, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, then to each Noteholder in an amount equal any accrued interest that has been added to the principal thereof and then to the original principal thereof, unless otherwise specified in the related Terms Supplement. Unless otherwise provided in the related Terms Supplement, principal payments receivedon Retail Classes shall be made in accordance with, and subject to the terms and conditions set forth in, Appendix IV to the Offering Circular. The rounding of principal payments on a Retail Class on any Payment Date may cause (i) interest payments on the related Assets on subsequent Payment Dates to be in excess of the interest required to be paid on the related Classes or (ii) in the case of a Double-Tier Series, interest payments on the related Lower-Tier Classes on subsequent Payment Dates to be in excess of the interest required to be paid on the Upper-Tier Classes for such Series. Such excess interest payments shall be retained by the Administrator as a fee for its services. The proceeds remaining in any related Retail Rounding Account (as described in Appendix IV to the Offering Circular) after the principal amounts of all related Classes have been paid in full shall be distributed in accordance with the provisions of Section 4.09. Principal and interest payments shall be made on MACR Classes from principal and interest payments made on the related Class or Classes of REMIC Certificates. On any Payment Date when payments of principal are to be allocated from REMIC Certificates to MACR Certificates, such payments (or the net reduction in principal) shall be allocated from the applicable Class or Classes of REMIC Certificates to the related MACR Class or, if anythere are two or more related MACR Classes entitled to principal payments, with respect to such Classes, pari passu, as their interests may appear. Any payments or accruals of interest made on a Payment Date with on the REMIC Certificates issued in respect to of a particular REMIC Pool and any related MACR Classes shall be at the Mortgage LoanClass Coupons provided in or otherwise described in the related Terms Supplement and in respect of the related Accrual Period. Unless otherwise provided in the related Terms Supplement, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, interest accrued on a Pro Rata Certificate of each Class during an Accrual Period and Pari Passu Basis, any Prepayment Premiumto be paid thereon (or, to the extent paid by applicable in the Mortgage Loan Borrowercase of an Accrual Class or Partial Accrual Class, added to the principal amount thereof) on the related Payment Date shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product 1/12th of the applicable Percentage Interest Class Coupon multiplied by the principal amount (or notional principal amount) of such Certificate as determined from the applicable Relative Spread; and Class Factor published or otherwise determined for the month preceding the month of such Payment Date (ein the case of a Class backed directly or indirectly by Gold PCs or GNMA-Related Securities) fifth, if any excess amount is available to be distributed or for the second month preceding the month of such Payment Date (in respect the case of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da Class backed directly or indirectly by Original PCs or ARM PCs), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied a) Subject always to the restoration or repair provisions of the Mortgaged Property or released DPP, if any Administrative Party receives a payment insufficient to discharge all the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable by the Borrower under the Finance Documents, then, except to the Servicer extent otherwise provided in any Finance Document, all the proceeds of the enforcement of the security conferred by the Security Agreements shall be applied by the Administrative Party towards the obligations of the Borrower under the Servicing Finance Documents in the following order: (i) first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties (other than the Swap Counterparties) or any receiver and all remuneration payable to the Finance Parties (other than the Swap Counterparties) or any receiver under or pursuant to the Security Documents including, without limitation, legal expenses, re-instatement costs and any costs incurred in recovering possession of the Security Assets; (ii) second, in or towards payment pro rata of any unpaid fees, costs and expenses of the Finance Parties (other than the Swap Counterparties) to the extent not recovered under paragraph (i) above under this Agreement and the Security Documents; (yiii) all amounts that are then duethird, in or towards payment pro rata of any accrued but unpaid interest payable to the Finance Parties (other than the Swap Counterparties) under this Agreement and the Security Documents; (iv) fourth, in or reimbursable to towards payment pro rata of any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each Break Costs of the Noteholders Lenders due but unpaid and payable to such parties out the Finance Parties (other than the Swap Counterparties) under this Agreement and the Security Documents; (v) fifth, in or towards payment pro rata of distributions made to them any principal in respect of such Note), with respect this Agreement and the Security Documents (other than anything owing to the Mortgage Loan pursuant Swap Counterparties under the Swap Agreements) due but unpaid; (vi) sixth, in or towards payment pro rata to the Servicing Agreement Finance Parties (other than the Swap Counterparties) of any other amounts which are due but unpaid by the Borrower to any of the Finance Parties (other than the Swap Counterparties) under the Finance Documents in such order as the Finance Parties (other than the Swap Counterparties) shall in their absolute discretion determine; (vii) seventh, in or towards payment of any unpaid interest, fees, costs and expenses of the Swap Counterparties under the Swap Agreements and the Swap Mortgages; (viii) eighth, in or towards payment of any Break Costs of the Swap Counterparties due but unpaid under the Swap Agreements; (ix) ninth, in or towards payment to the Swap Counterparties of any other amounts contemplated which are or may become owing by clauses the Borrower to any of the Swap Counterparties under the Swap Agreement; (x) tenth, after all amounts payable or which may become payable under the Finance Documents have been paid in full and the Finance Documents have been discharged and the payments under subparagraph (y)x) have been made, “Withheld Amounts”)in or towards payment of the surplus, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basisif any, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;Borrower or other persons entitled thereto. (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments receivedThe Facility Agent must, if anyso directed by all the Lenders, with respect vary the order set at subparagraphs 13.7(a)(ii) to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;13.7(a)(vi) above. (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of This Clause 13.7 will override any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid appropriation made by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by In the Mortgage event of any Proceeding involving any Loan Borrower or otherwise available for payment on or Party, (i) all Senior Debt shall be Paid in Full before any Distribution with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds Subordinated Debt shall be made (other than proceedsa distribution of Permitted Additional Subordinated Securities which the Subordinated Creditors are hereby specifically authorized to receive and retain); (ii) any Distribution, awards whether in cash, property, or settlements that securities which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Subordinated Debt (other than a distribution of Permitted Additional Subordinated Securities which the Subordinated Creditors are required hereby specifically authorized to receive and retain), shall be paid or delivered directly to the Senior Creditor Representative (to be applied to or otherwise held as collateral security for the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower Senior Debt in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Senior Debt Documents) until all Senior Debt is Paid in Full, and the Subordinated Creditors irrevocably authorize, empower, and direct all receivers, trustees, liquidators, custodians, conservators, and other Persons having authority in the premises to be held as reserves effect all such payments and distributions, and the Subordinated Creditors also irrevocably authorize and empower the Senior Creditor Representative to demand, ▇▇▇ for, collect, and receive every such payment or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable distribution, provided the Senior Creditor Representative shall have no obligation to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to exercise any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), authority with respect to the Mortgage Loan pursuant claims of the Subordinated Creditors; and (iii) the Subordinated Creditors agree to execute and deliver to the Servicing Agreement Senior Creditor Representative all such further instruments as the Senior Creditor Representative may reasonably request (such amounts contemplated by clauses (xand at no mandatory cost to any Subordinated Creditor) and (y), “Withheld Amounts”), shall be distributed by confirming the Master Servicer authorization referred to in the following order of priority without duplication foregoing clause (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(dii), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered Payments on REMIC Certificates of any Series on any Payment Date shall be made from the principal and interest payments made on the related Assets and any cash or other eligible assets in the related REMIC Pool, from any payment made by the Mortgage Loan Borrower Guarantor pursuant to its guarantees in accordance with Section 4.06, and, if so provided in the related Terms Supplement, from any reinvestment by the Administrator of such principal and interest payments, during the applicable Deposit Period. On each Payment Date, the Administrator shall make such payments on (and in the case of any Accrual Class or otherwise available Partial Accrual Class, such additions to the principal amount of) the REMIC Certificates issued in respect of any REMIC Pool as shall be provided in the related Terms Supplement. Subject to any allocation procedures that may apply in the case of a Retail Class, the Holders of REMIC Certificates of any Class entitled to receive payments on any Payment Date shall receive such payments on a pro rata basis among the REMIC Certificates of such Class. The Administrator shall maintain one or more accounts (together, the “Custodial Account”), segregated from the general funds of ▇▇▇▇▇▇▇ Mac in its corporate capacity, for payment the deposit of collections on the Assets. Collections in respect of the Trust Funds established by ▇▇▇▇▇▇▇ Mac under this Agreement or trust funds established by ▇▇▇▇▇▇▇ Mac pursuant to any other trust agreements may be commingled in the Custodial Account, provided that the Administrator keeps, or causes to be kept, separate records of funds with respect to each such Trust Fund or other trust fund. Collections due to ▇▇▇▇▇▇▇ Mac, in connection with the Mortgage Loan or the Mortgaged Property or amounts realized its corporate capacity as proceeds thereofowner of assets held in its portfolio, whether received may also be commingled in the form Custodial Account, provided that the Administrator may withdraw such amounts for remittance to ▇▇▇▇▇▇▇ Mac from time to time. Funds on deposit in the Custodial Account may be invested by the Administrator in Eligible Investments. Investment earnings on deposits in the Custodial Account shall be for the benefit of Periodic Paymentsthe Administrator, and any losses on such investments shall be paid by the Balloon PaymentAdministrator. On each Payment Date, Liquidation Proceedsamounts on deposit in the Custodial Account shall be withdrawn upon the order of the Administrator, proceeds under any guarantyon behalf of the Trustee, letter for the purpose of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied making distributions to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentrelated Holders, in accordance with this Agreement. Unless otherwise provided in the terms related Terms Supplement, principal payments on REMIC Certificates shall be made on each Payment Date in an aggregate amount equal to the sum of (i) the Mortgage Loan Documents) to be held as reserves amount of interest, if any, accrued on any related Accrual Classes or escrows or received as reimbursements on account of recoveries Partial Accrual Classes in respect of Advances the related Accrual Period and not then due and payable or reimbursable to the Servicer under the Servicing Agreement as interest; and (yii) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest applicable Asset Principal Amount for such Payment Date. All payments of principal on the Principal Balance for each Note at REMIC Certificates issued in respect of a particular REMIC Pool shall be made as provided in the applicable Net Interest Rate; (b) secondrelated Terms Supplement. All payments made on any REMIC Certificate on any Payment Date shall be applied first to any interest payable thereon on such Payment Date, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, then to each Noteholder in an amount equal any accrued interest that has been added to the principal thereof and then to the original principal thereof, unless otherwise specified in the related Terms Supplement. Unless otherwise provided in the related Terms Supplement, principal payments receivedon Retail Classes shall be made in accordance with, and subject to the terms and conditions set forth in, Appendix IV to the Offering Circular. The rounding of principal payments on a Retail Class on any Payment Date may cause (i) interest payments on the related Assets on subsequent Payment Dates to be in excess of the interest required to be paid on the related Classes or (ii) in the case of a Double-Tier Series, interest payments on the related Lower-Tier Classes on subsequent Payment Dates to be in excess of the interest required to be paid on the Upper-Tier Classes for such Series. Such excess interest payments shall be retained by the Administrator as a fee for its services. The proceeds remaining in any related Retail Rounding Account (as described in Appendix IV to the Offering Circular) after the principal amounts of all related Classes have been paid in full shall be distributed in accordance with the provisions of Section 4.09. Principal and interest payments shall be made on MACR Classes from principal and interest payments made on the related Class or Classes of REMIC Certificates. On any Payment Date when payments of principal are to be allocated from REMIC Certificates to MACR Certificates, such payments (or the net reduction in principal) shall be allocated from the applicable Class or Classes of REMIC Certificates to the related MACR Class or, if anythere are two or more related MACR Classes entitled to principal payments, with respect to such Classes, pari passu, as their interests may appear. Any payments or accruals of interest made on a Payment Date with on the REMIC Certificates issued in respect to of a particular REMIC Pool and any related MACR Classes shall be at the Mortgage LoanClass Coupons provided in or otherwise described in the related Terms Supplement and in respect of the related Accrual Period. Unless otherwise provided in the related Terms Supplement, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, interest accrued on a Pro Rata Certificate of each Class during an Accrual Period and Pari Passu Basis, any Prepayment Premiumto be paid thereon (or, to the extent paid by applicable in the Mortgage Loan Borrowercase of an Accrual Class or Partial Accrual Class, added to the principal amount thereof) on the related Payment Date shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product 1/12th of the applicable Percentage Interest Class Coupon multiplied by the principal amount (or notional principal amount) of such Certificate as determined from the applicable Relative Spread; and Class Factor published or otherwise determined for the month preceding the month of such Payment Date (ein the case of a Class backed directly or indirectly by 55-Day Securities, 45-Day Securities or GNMA-Related Securities) fifth, if any excess amount is available to be distributed or for the second month preceding the month of such Payment Date (in respect the case of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(da Class backed directly or indirectly by 75-Day Securities), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. (a) All amounts tendered by Obligations shall be payable to the Mortgage Loan Lender Payment Account as provided in Section 6.3 or such other place as Lender may designate from time to time. Lender shall apply payments received or collected from Borrower or otherwise available for payment on the account of Borrower (including the monetary proceeds of collections or with of realization upon any Collateral) as follows: first, to pay any fees, indemnities or expense reimbursements then due to Lender from Borrower; second, to pay interest due in respect of any Loans; third, to pay principal due in respect of the Loans; fourth, to pay or prepay any other Obligations whether or not then due, in connection with the Mortgage Loan or the Mortgaged Property or amounts realized such order and manner as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Lender determines. Notwithstanding anything to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower contrary contained in accordance with the terms of the Mortgage Loan Documentsthis Agreement, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Borrower uses any proceeds of the Mortgage Loan Documents) Loans or Letter of Credit Accommodations to be held as reserves acquire rights in or escrows the use of any Collateral or received as reimbursements on account to repay any Indebtedness used to acquire rights in or the use of recoveries any Collateral, payments in respect of Advances then due and payable or reimbursable the obligations shall be deemed applied first to the Servicer under Obligations arising from Loans and Letter of Credit Accommodations that were not used for such purposes and second to the Servicing Agreement Obligations arising from Loans and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all Letter of Credit Accommodations the proceeds of which shall be payable by each were used to acquire rights in or the use of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer any Collateral in the following chronological order of priority without duplication (and payments shall be made at in which Borrower acquired such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;rights or use. (b) secondAt Lender's option, on a Pro Rata all principal, interest, fees, costs, expenses and Pari Passu Basis based other charges provided for in this Agreement or the other Financing Agreements may be charged directly to the loan account(s) of Borrower. Borrower shall make all payments to Lender on the outstanding Principal Balances Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of each Noteany kind. If after receipt of any payment of, to each Noteholder in an amount equal or proceeds of Collateral applied to the principal payments receivedpayment of, any of the Obligations, Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if anysuch payment or proceeds had not been received by Lender. Borrower shall be liable to pay to Lender, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance and does hereby indemnify and hold Lender harmless for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (payments or paid proceeds surrendered or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interestsreturned. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.This

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied a) Subject always to the restoration or repair provisions of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, DPP and except to the extent permitted by otherwise provided in any Finance Document, if any Administrative Party receives a payment insufficient to discharge all the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable by the Owner under the Finance Documents, then the Administrative Party must apply that payment towards the obligations of the Owner under the Finance Documents in the following order: (i) first, in or reimbursable towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by the Finance Parties, the Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering possession of the Security Assets and all remuneration payable to the Servicer Finance Parties for which the relevant Finance Party is entitled to be reimbursed under the Servicing Agreement Finance Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and (yreinstatement costs) all amounts that are then dueprovided that, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of any such Note), with respect payment or payments payable to the Mortgage Loan pursuant Swap Banks, the amount paid shall not exceed the Swap Limit; (ii) secondly, in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties or the Account Bank under the Finance Documents to the Servicing Agreement extent not recovered under subparagraph (i) above provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts contemplated recovered by clauses the Swap Banks under subparagraph (xi) above, shall not exceed the Swap Limit; (iii) thirdly, in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraphs (i) and (y), “Withheld Amounts”)ii) above, shall be distributed by not exceed the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):Swap Limit; (aiv) firstfourthly, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause (iii)) payable to the Principal Balance for Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii) and (iii) above, shall not exceed the Swap Limit; (v) fifthly, in or towards payment pro rata of: (A) any due but unpaid Break Costs of the Finance Parties; or (B) any due but unpaid principal payable to the Finance Parties, in each Note at case, under the applicable Net Interest RateFinance Documents provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit; (vi) sixthly, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance Parties under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv) and (v) above, shall not exceed the Swap Limit; (vii) seventhly, any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii), (iii), (iv), (v) and (vi) above; and (viii) after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards payment of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction. (b) secondThe Facility Agent must, on a Pro Rata and Pari Passu Basis based on if so directed by all the outstanding Principal Balances of each NoteLenders, vary the order set at subparagraphs (a)(ii) to each Noteholder in an amount equal (a)(vi) above, provided always that to the principal extent that the provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this Agreement other than the order of payments received, if any, with respect to such Payment Date with respect to in paragraph (a) above shall require the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;prior written consent of the Owner. (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of This Clause 13.7 will override any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid appropriation made by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesOwner.

Payments. All amounts tendered (a) Unless otherwise expressly provided, all payments by the Mortgage Loan Borrower pursuant to this Agreement and the other Finance Documents shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made not later than 3:00 p.m. (Paris time) on the date due, in same day or immediately available funds, to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Lenders on the next succeeding Business Day. (b) The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in paragraph (a) above, deemed received) remit in same day funds to each Lender or such Lender’s designee its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. (c) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the Borrower’s obligations under the Finance Documents in the following order: (i) first, in or towards payment of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata among the relevant Finance Parties of any fees, costs, expenses or commission due but unpaid under this Agreement or the other Finance Documents; (iii) thirdly, in or towards payment pro rata among the relevant Finance Parties of any accrued interest due but unpaid under Clause 5.3(c) (Post-Maturity Rates); (iv) fourthly, in or towards payment pro rata among the relevant Finance Parties of any other accrued interest due but unpaid under this Agreement; (v) fifthly, in or towards payment pro rata among the Lenders of any principal due but unpaid under this Agreement; and (vi) sixthly, in or towards payment pro rata among the relevant Finance Parties of any other sum due to the Finance Parties but unpaid under the Finance Documents, in each case in the inverse order of the maturity thereof, provided that the Facility Agent shall, if so directed by the Required Lenders, vary the order set out in clauses (ii) to (iv) above and, provided further that any such appropriation will override any appropriation made by the Borrower. (d) Whenever any payment to be made under any Finance Document shall otherwise available for be due on a day which is not a Business Day, such payment shall be made on or with respect to or the next succeeding Business Day (except that, if such next succeeding Business Day does not fall in the same calendar month as the original payment due date, then the relevant payment shall be made on the last Business Day in the calendar month of the original payment due date) and any such extension of time shall be included in computing interest and fees, if any, in connection with such payment. If any payment date under a Finance Document is altered by the Mortgage Loan application of this paragraph (d), the subsequent payment date shall not be altered unless that subsequent payment date also requires alteration pursuant to the preceding sentence. (e) For any payment of principal, interest or Commitment Fees to be made by the Mortgaged Property or amounts realized as proceeds thereofBorrower under this Agreement, whether received the Borrower shall procure that the Facility Agent receives (i) a SWIFT advice in the form of Periodic Payments, an MT 199 of such payment from the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit Borrower’s payment bank on or other collateral or instrument securing before the Mortgage Loan or Insurance and Condemnation Proceeds second (other than proceeds, awards or settlements that are required to be applied 2nd) Business Day prior to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement payment date and (yii) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer a written confirmation in the following order form of priority without duplication an MT 103 that such payment has been made from the Borrower’s payment bank by no later than 3:00 p.m. (and payments shall be made at such times as are set forth in the Servicing Agreement): (aParis time) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notespayment date.

Payments. All amounts tendered (a) Payments made pursuant to Section 3 of the A/B Co-Lender Agreement shall be applied by the Mortgage Loan Borrower Lead Securitization Noteholder (or otherwise available its designee) and distributed by the Servicer for payment in the order of priority set forth in Section 3 of the A/B Co-Lender Agreement. (b) For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or with respect Section 4 under the A/B Co-Lender Agreement, shall be allocated to or in connection with each Senior Noteholder on a pro rata basis and applied first, to reduce, on a pro rata basis, the Mortgage Loan amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form Special Servicer for any interest accrued on any Servicing Advances and reimbursement of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower Servicing Advances in accordance with the terms of the Mortgage Loan DocumentsLead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the extent permitted respective amounts payable on Senior Notes by the REMIC Provisionsamount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Servicing Agreement, as applicable), but excluding (x) all third, to reduce, on a pro rata basis, the amounts for required reserves or escrows required payable on the Senior Notes by the Mortgage Loan Documents amount necessary to pay additional trust fund expenses (to the extentother than Special Servicing Fees, in accordance with the terms of the Mortgage Loan Documentsunpaid Workout Fees and Liquidation Fees) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 under the A/B Co-Lender Agreement to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (such amounts contemplated by clauses ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 under the A/B Co-Lender Agreement to the Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the Non-Lead Securitization Noteholder and (y)) following the securitization of such Note, “Withheld Amounts”), shall be distributed by to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. (a) On each Underlying Distribution Date on which amounts are distributed to the Trust, the Owner Trustee shall deposit such amounts into the Certificate Account. On each Payment Date, the Owner Trustee (or its Agent other than the Depositor or any Affiliate) shall withdraw from the Certificate Account all Certificateholder Funds then on deposit therein, and the Owner Trustee (or its Agent) shall, subject to Section 4.2(d), either (i) pay such Certificateholder Funds to the Certificateholders if, as shown on the most recent Compliance Certification or Release Certification, the Collateral Test was satisfied or (ii) otherwise transfer such funds to the Cash Collateral Account. (b) All amounts tendered distributions of the Certificateholder Funds on any Payment Date shall be allocated pro rata among the Owner Trust Certificates based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the Mortgage Loan Borrower account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing of its wiring instructions at least five Business Days prior to the related Record Date, or otherwise available for by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received such other location specified in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required notice to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect Certificateholders of such Note), final payment. (c) Whenever the Owner Trustee is notified that the final payment with respect to the Mortgage Loan pursuant Owner Trust Certificates will be made on the next Payment Date, but only in connection with a termination of the Trust in accordance with Section 8.1, the Owner Trustee (or its Agent) shall mail to each Certificateholder, with a copy to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstCollateral Agent, on such date a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal notice to the accrued and unpaid interest on effect that the Principal Balance for each Note at Owner Trustee expects that the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date final payment with respect to the Mortgage LoanOwner Trust Certificates will be made on such Payment Date but only upon presentation and surrender of the Owner Trust Certificates at the office of the Owner Trustee therein specified. Upon presentation and surrender of the Owner Trust Certificates by the Certificateholders or the Collateral Agent on the final Payment Date in respect of the Owner Trust Certificates, until the Owner Trustee shall distribute to the Certificateholders the amounts otherwise distributable on such Principal Balance Payment Date. Any funds not distributed on such Payment Date because of the failure of any Certificateholders or the Collateral Agent to tender their Owner Trust Certificates shall be set aside and held in trust for each Note the account of the appropriate non-tendering Certificateholders or the Collateral Agent, as the case may be. If any Owner Trust Certificate, as to which notice has been reduced given pursuant to zero; (cthis Section 4.2(c) thirdshall not have been surrendered for cancellation within six months after the time specified in such notice, on the Owner Trustee shall mail a Pro Rata and Pari Passu Basis, to each Noteholder up second notice to the amount related Certificateholders, at their last addresses shown in the Certificate Register, and the Collateral Agent to surrender such Owner Trust Certificates for cancellation in order to receive, from the funds held, the final payment with respect thereto. If within one year after the second notice any Owner Trust Certificate shall not have been surrendered for cancellation, the Owner Trustee shall pay such funds to the Depositor who, subject to escheat laws, shall thereafter hold such amounts uninvested for the benefit of any unreimbursed such Holders. The costs and expenses of maintaining such funds and of contacting Certificateholders and the Collateral Agent shall be paid by out of the assets which remain held. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Noteholder including any unreimbursed trust fund expenses not previously reimbursed Certificateholder's failure to such Noteholder (or paid or advanced by any Servicer on surrender its behalf and not previously paid or reimbursed) Owner Trust Certificate for final payment thereof in accordance with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;Section 4.2(c). (d) fourthNotwithstanding any provision in this Agreement to the contrary, upon receipt by the Owner Trustee of a notice from the Collateral Agent, that an Event of Default or a Default, has occurred, then the Owner Trustee shall not remit funds on deposit in the Cash Collateral Account, or Certificateholder Funds, or other funds in the possession of the Owner Trustee, to either of the Depositor or the Certificateholders unless and until (i) the Owner Trustee receives written notice from the Collateral Agent that all such Defaults or Events of Default as the case may be have been cured or waived and (ii) the Depositor provides to the Owner Trustee an Officers' Certificate that there is then no Default or Event of Default that has occurred and that is then continuing which has not been waived. Notwithstanding any provision in this Agreement to the contrary, upon receipt by the Owner Trustee of a Pro Rata notice from the Collateral Agent that the Notes have been or thereby are declared to be due and Pari Passu Basispayable immediately, any Prepayment Premiumexcept as provided in Section 7.2(c), the Owner Trustee shall forthwith remit all funds then or which thereafter come into its possession, including all funds on deposit in the Cash Collateral Account, all Certificateholder Funds, and all other funds then or thereafter in the possession of the Owner Trustee, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Indenture Trustee for application in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance Section 6.10 of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesIndenture.

Payments. (a) [Reserved] (b) All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Master Servicer or the Trustee under the Servicing Agreement Agreement, and (y) all amounts that are then due, payable or reimbursable to any Servicer Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer with respect to the Mortgage Loan pursuant to the Servicing Agreement, in each case solely to the extent payments and other collections received with respect to the Mortgage Loan and/or the Property are allocated to such amounts pursuant to the Servicing Agreement (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and fees, asset representations reviewer fees, and principal and interest Advances, all of which shall be payable by each of the Noteholders to such parties party from collections allocable to the respective Noteholders in respect of which such fees accrued or such Advances were made, in each case out of distributions made to them in respect of each such Note), with respect to the Mortgage Loan respectively, and excluding interest on principal and interest Advances which are reimbursable pursuant to the Servicing Agreement (such amounts contemplated by clauses (xSection 3(c) and (y), “Withheld Amounts”below), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (ai) first, to the Note A Holders, on a Pro Rata and Pari Passu BasisBasis based on their respective entitlements, to up to, in the case of each Noteholder in Note A Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for each the related A Note at the applicable Net Interest Rate; (bii) second, on a Pro Rata and Pari Passu Basis Basis, to the Note A Holders, based on the outstanding respective Principal Balances of each Notethe A Notes, to each Noteholder in an aggregate amount equal to the principal payments receivedreceived (or other amounts allocated to principal pursuant to the Servicing Agreement and this Agreement), if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such the Principal Balance for each A Note has been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 3 or Section 4(i), plus interest thereon at the applicable Net Interest Rate for such Note compounded monthly from the date the related Realized Loss was allocated to each A Note, such amount to be allocated to such Note A Holder, on a Pro Rata and Pari Passu Basis based on the amount of Realized Losses previously allocated to each such Noteholder; (iv) fourth, any unreimbursed costs and expenses Default Interest (i) actually paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder the Borrower and (or paid or advanced by any Servicer ii) in excess of interest accrued on its behalf and not previously paid or reimbursed) with respect to Principal Balance of the Mortgage Loan at the Interest Rate, to the Note A Holders (subject to the allocation of such amount pursuant to this Agreement or the terms of the Servicing Agreement; (d) fourth), on a Pro Rata and Pari Passu Basis, any Prepayment Premiumin an amount calculated on the Principal Balance of the A Notes on such Monthly Payment Date prior to the application of funds contemplated in this Section 3 at the excess of (A) the Default Rate on the A Notes over (B) the Interest Rate on the A Notes; (v) fifth, to the Note A Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to all Yield Maintenance Premiums allocated to the related A Note in accordance with the Mortgage Loan Agreement; (vi) sixth, to the extent assumption or transfer fees actually paid by the Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan Loan), any such assumption or transfer fees, to the extent actually paid by the Borrower, shall be paid to each Noteholder in an amount up to its the Note A Holders (pro rata interest thereinrata, based on the product of the applicable their respective Percentage Interest multiplied by the applicable Relative SpreadInterests); and (evii) fifthseventh, if any excess amount is available to be distributed in respect of the Mortgage Loaneach Noteholder, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interestspercentage interests in the Mortgage Loan. (c) All payments of principal on the Notes shall be made on a Pro Rata and Pari Passu Basis. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Cumulative Appraisal Reduction Amounts and certain other trust expenses, shall be allocated to the Notes pro rata, based on a Pro Rata their respective Percentage Interests in accordance with this Agreement. Notwithstanding anything to the contrary herein, if an Advance of principal or interest is made with respect to any A Note, then Advance Interest Amounts thereon shall only be reimbursed from Default Interest and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of late payment charges collected on the Mortgage Loan shall be reimbursed on a Pro Rata Loan, as and Pari Passu Basis after all to the extent provided in the Servicing Agreement, from amounts of interest and principal have otherwise been paid in full on all by the NotesBorrower to cover such Advance Interest Amounts.

Payments. (a) [RESERVED] (b) Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding shall be applied by the Lead Securitization Noteholder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Master Servicer or the Trustee under the Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents, and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing feesServicer, trustee feesTrustee, certificate administrator feesCertificate Administrator, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), Operating Advisor or Asset Representations Reviewer with respect to the Mortgage Loan pursuant to the Servicing Agreement, and any other additional compensation payable to it thereunder (including without limitation, any additional trust fund expenses under the Servicing Agreement (but subject to the second paragraph of Section 4(e) hereof) reimbursable to, or payable by, such amounts contemplated by clauses parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (xto the extent provided in the immediately following paragraph), but excluding (i) any principal and interest Advances (and interest thereon) on the Lead Securitization Note(s), which shall be reimbursed in accordance with Section 2(c) hereof, and (y), “Withheld Amounts”), shall be distributed by ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the following order of priority without duplication (and payments shall be made at such times “primary servicing fee rate” applicable to the Mortgage Loan as are set forth in the Servicing Agreement): , which such excess shall not be subject to the allocation provisions of this Section 3) shall be payable in accordance with the Servicing Agreement. For clarification purposes, Penalty Charges (aas defined in the Servicing Agreement) paid on each Note shall first, be used to reduce, on a Pro Rata and Pari Passu Basispro rata basis, to each Noteholder in an amount equal to the accrued and unpaid interest amounts payable on the Principal Balance for each Note at by the applicable Net Interest Rate; (b) amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any Servicing Advances made by any such party in accordance with the terms of the Servicing Agreement and to pay any interest to such parties that has accrued on any such Servicing Advances under the Servicing Agreement, second, be used to reduce the respective amounts payable on a Pro Rata each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any principal and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, interest Advance made with respect to such Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Noteholder up to Note by the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed necessary to pay additional trust fund expenses not previously reimbursed to such Noteholder under the Servicing Agreement (or paid or advanced by any Servicer on its behalf including Special Servicing Fees, unpaid Workout Fees and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Servicing Agreement; (d) fourthand finally, on a Pro Rata and Pari Passu Basiswith respect to any remaining amount of Penalty Charges, any Prepayment Premiumpro rata, to the extent paid by the Mortgage Loan Borrower, shall Lead Securitization Note(s) (to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement) and to each Non-Lead Securitization Note (to be paid, (x) prior to the securitization of such Note, to the related Noteholder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product Lead Securitization Servicing Agreement). Any Noteholder that receives proceeds from the sale of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in primary servicing rights with respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and shall remit to the Mortgaged Propertyother Noteholders, including without limitation losses promptly upon receipt thereof, such amounts as are required such that each Noteholder receives its pro rata share of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated such proceeds on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions Notwithstanding the preceding sentence, if a Note is held by a bankruptcy court) applied Securitization Trust at a time when its Noteholder would be entitled to reduce the principal balance of the Mortgage Loan receive any amount under such preceding sentence, such amount shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts remitted to the Person that was the Noteholder of interest and principal have otherwise been paid in full on all such Note immediately prior to the Notestransfer of such Note to the depositor for such Securitization. Any proceeds received by any Noteholder from the sale of master servicing rights with respect to its Note shall be for its own account.

Payments. All amounts tendered a. On each Determination Date the Servicer shall determine the following amount of funds (the "Amount Available"): (i) the Collected Amount as of such Determination Date; plus (ii) an amount equal to the sum of (1) the aggregate amount of Advances that will be deposited in the Certificate Account by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan Servicer or the Mortgaged Property Trustee, as applicable, pursuant to Section 8.02 or amounts realized as proceeds thereof11.16, whether received (2) the amount to be deposited by the Company in the form Certificate Account pursuant to the Limited Guaranty in accordance with Section 8.03, and (3) the aggregate of Periodic Paymentsthe Repurchase Prices for Contracts to be repurchased by the Company in respect of such Determination Date pursuant to Section 3.05. b. On each Payment Date the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay the Balloon Payment, Liquidation Proceeds, proceeds under Monthly Servicing Fee and any guaranty, letter other compensation owed to the Servicer pursuant to Section 7.03; 2. to pay Monthly Interest to the Certificateholders; provided that the portion of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required Amount Available to be applied to the restoration or repair payment of such Monthly Interest shall in no event exceed the sum of (a) amounts received in respect of interest on the Contracts, plus (b) any payments received in respect of the Mortgaged Property or released Limited Guaranty other than payments with respect to amounts included in Monthly Principal; 3. to pay Monthly Principal to the Mortgage Loan Borrower in accordance with Certificateholders; 4. if the terms Company or a wholly owned subsidiary of the Mortgage Loan DocumentsCompany is the Servicer, to pay the Servicer the Monthly Servicing Fee; 5. to reimburse the Trustee or any successor Servicer for any payments of FHA Insurance premiums in respect of FHA-Insured Contracts not paid by the Company and for which the Trustee or such successor Servicer has not been reimbursed by the Company; 6. to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made in respect of current or prior Payment Dates; and 7. to pay the remainder, if any, of the Amount Available to the Company as the fee for providing the Limited Guaranty. c. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall distribute all funds then in the Certificate Account to Certificateholders as Monthly Interest and then Monthly Principal, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstfunds, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesDate.

Payments. All amounts tendered (a) On each Repayment Date, the Borrower shall either deliver the Monthly Repayment Ounces (relating to such Repayment Date) to the Lender’s Gold Account; or, if requested by the Mortgage Loan Lender, pay to the Lender the Cash Payment Amount (relating to such Repayment Date). (b) On each Interest Payment Date, the Borrower or otherwise available for payment shall pay the Lender the Interest Payment Amount relating to the period ending on such Interest Payment Date. (c) The Borrower shall deliver all Monthly Repayment Ounces on or before the date when due, whether on a Repayment Date or by prepayment, by the delivery of physical ounces of Gold to the Lender at the Lender’s Gold Account, except as otherwise expressly provided herein; provided, that the Borrower, if requested by the Lender on one Business Day’s notice, shall pay to the Lender the Cash Payment Amount in Dollars. The Borrower represents and warrants, and covenants and agrees, that all Gold delivered to the Lender as payment of any amount due hereunder shall be owned by the Borrower, with respect good and marketable title thereto, free and clear of all Liens and adverse claims of any nature or description, and upon delivery to the Lender’s Gold Account, the Borrower shall convey and transfer to the Lender good and marketable title thereto, free and clear of all Liens and adverse claims of any nature or description. The Borrower agrees to convey and properly transfer all legal and beneficial right, interest and title in connection all Gold delivered to the Lender, and upon each delivery of Gold pursuant to this Agreement, all legal and beneficial right, title and interest in and to such Gold will pass irrevocably from the Borrower to the Lender free and clear of any Liens and adverse claims of any nature or description. All costs, charges or expenses associated with the Mortgage Loan or production, transport, refining, conveyance, transfer and delivery of any Gold by the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Borrower to the restoration or repair Lender’s Gold Account shall be borne and paid by the Borrower. Until delivery of the Mortgaged Property or released Gold to the Mortgage Loan Borrower Lender’s Gold Account has occurred in accordance with the terms hereof, all costs of transport, warehousing (including insurance), storage, customs, export and import licences and Taxes and any other related costs and expenses shall be borne by the Mortgage Loan DocumentsBorrower. The Borrower will have and bear all risk of loss of, or damage to, any Gold to be delivered by the Borrower to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (Lender pursuant hereto until such Gold has been deposited to the extent, Lender’s Gold Account in accordance with the terms hereof, at which time the risk of the Mortgage Loan Documents) to be held as reserves loss or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable damage thereto shall transfer to the Servicer under Lender. The Lender shall have the Servicing Agreement and (y) all amounts right to reject any gold that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect does not conform to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y)definition of Gold, “Withheld Amounts”), as defined herein. Any rejected gold shall not be distributed considered delivered by the Master Servicer in Borrower and the following order of priority without duplication (and payments payment amount associated therewith shall not be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent considered paid by the Mortgage Loan Borrower, shall be paid . The Lender and the Borrower agree that any Gold which is delivered to each Noteholder in an amount up to its pro rata interest therein, based on the product of Lender at the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Lender’s Gold Account in accordance with the foregoing clauses (a)-(d), any remaining amount provisions of this Section 3.1(c) shall not be paid pro rata required to each Noteholder be sold to the Lender in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance provisions of the Mortgage Loan shall be reimbursed on a Pro Rata Gold and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesSilver Supply Agreement.

Payments. All amounts tendered by The Subordinate Lender agrees that forthwith upon its receipt of a Default Notice from the Mortgage Loan Borrower Senior Lender: all rents, revenue, income, cash flow and other proceeds arising from or otherwise available for payment on or with respect relating to or in connection with the Mortgage Loan or Property (the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation "Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to ") shall not be applied to the restoration or repair any payment on account of the Mortgaged Property Subordinate Indebtedness until the Senior Indebtedness is paid in full or released to the Mortgage Loan Borrower Event of Default has been cured in accordance with the terms of the Mortgage Loan DocumentsSenior Commitment Letter and the Senior Security ; and the Subordinate Lender shall not accept any payment on account of the Subordinate Indebtedness which the Subordinate Lender knows or reasonably ought to know is a payment made from the Proceeds, and if any such payments are received, the Subordinate Lender shall hold such payments in trust for the Senior Lender and immediately pay such amount to the extent permitted by the REMIC Provisions)Senior Lender without deduction. All insurance, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (expropriation and condemnation proceeds relating to the extentProperty shall be dealt with and applied, whether before or after any Event of Default under or in respect of the Senior Indebtedness or the Subordinate Indebtedness, in accordance with the terms provisions of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable Senior Commitment Letter and/or the Senior Security notwithstanding any provision to the Servicer contrary in the Subordinate Security. The Senior Lender and the Subordinate Lender shall provide reasonable cooperation to each other following the giving of such Default Notice to ensure the provisions of this section are complied with. No Payments The Subordinate Lender shall not receive or accept any money or other property from the Covenantors in payments of the Subordinate Indebtedness and Subordinate Security (save and except for fees and monthly payments of accrued interest of such indebtedness and liability) until the Senior Indebtedness has been repaid in full and the Senior Security has been released and discharged. So long as the Borrower is not in default under the Servicing Agreement and (y) all amounts that are then dueSenior Security, payable or reimbursable the Subordinate Lender shall, subject to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each the prior written consent of the Noteholders Senior Lender, be entitled to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on accept a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product prepayment of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Subordinate Indebtedness in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesSubordinate Commitment Letter.

Payments. All amounts tendered by In the Mortgage Loan Borrower event of any Insolvency Proceeding involving one or otherwise available for payment on more Credit Parties and subject to the remaining provisions of this section, the Second Priority Secured Parties shall be entitled to receive and retain any Distribution under or pursuant to a plan of reorganization confirmed in a case under the Bankruptcy Code with respect to such Credit Party. Notwithstanding the foregoing, (i) if the Second Priority Lenders receive under or in connection with pursuant to any such plan of reorganization any Distribution consisting of Reorganization Securities secured by Liens on any property of any Credit Party, then the Mortgage Loan Second Priority Secured Parties agree to enter into such supplements to or modifications to this Agreement as the Mortgaged Property First Priority Representative may reasonably request to reflect the continued subordination of the Liens securing such Reorganization Securities to Liens securing the First Priority Obligations (or amounts realized as proceeds thereofnotes, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit instruments or other collateral securities issued in substitution or instrument securing satisfaction of all or a portion thereof) to the Mortgage Loan same extent as provided in this Agreement, and (ii) a Second Priority Lender shall not be entitled to receive under or Insurance and Condemnation Proceeds pursuant to any such plan of reorganization any Distribution consisting of cash, cash equivalents or marketable securities (other than proceedsReorganization Securities) on account of such Second Priority Lender’s secured claim if the First Priority Obligations are not being paid in cash in full on the effective date of such plan (any Distributions (other than Reorganization Securities) described in this subsection (ii), awards a “Prohibited Plan Distribution”). Any Prohibited Plan Distribution which would otherwise, but for the terms hereof, be payable or settlements that are required deliverable in respect of the Second Priority Obligations of the applicable Second Priority Lender shall be paid or delivered directly to First Priority Representative to be held or applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower by First Priority Representative in accordance with the terms of the Mortgage Loan DocumentsFirst Priority Documents until all First Priority Obligations are paid in cash in full. Each Second Priority Secured Party irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator, or other Person having authority, to pay or otherwise deliver all such Prohibited Plan Distributions payable or deliverable to it to First Priority Representative. Each Second Priority Secured Party also irrevocably authorizes and empowers the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentFirst Priority Representative, in accordance with the terms name of the Mortgage Loan Documents) such Second Priority Secured Party, to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due demand, ▇▇▇ for, collect and payable or reimbursable to the Servicer under the Servicing Agreement receive any and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesProhibited Plan Distributions.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form By its acceptance of Periodic Paymentsthis Note, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing Lender agrees that (i) upon the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower issue in accordance with the Subscription Agreement (as defined in the SPA referred to below) to the Lender on or before the Maturity Date of a guaranteed convertible debenture (the “Debenture”) of Xstrata Capital Corporation A.V.V. (“XCC”) or (ii) upon the issue in accordance with a Substitute Subscription Agreement (as defined in the SPA) of a guaranteed convertible debenture (the “Substitute Debenture”) of a direct or indirect wholly-owned subsidiary of Xstrata plc (the “Guarantor”) other than XCC (the “Substitute Issuer”) in the aggregate paid up amount of U.S.$375,000,000 having the terms set out in the term sheet attached as Schedule C to the share purchase agreement (the “SPA”) made as of the Mortgage Loan Documents14th day of August, 2005 between Brascan Corporation (“Brascan”), Brascade Corporation (“Brascade”), the Lender, the Borrower and the Guarantor, subject to such modifications as Brascan, Brascade, the Lender and the Guarantor may agree, acting reasonably, payment of the principal amount of this Note shall be deemed to have been made in full. The Borrower acknowledges the direction of the Lender in section 2.3(a) of the SPA to pay to XCC the principal amount of this Note (but for greater certainty not the interest) in full satisfaction of the subscription price payable by the Lender to XCC for the Debenture and the direction of the Lender in section 2.3(d) of the SPA to pay to the extent permitted by Substitute Issuer the REMIC Provisions), principal amount of this Note (but excluding (xfor greater certainty not the interest) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentif, in accordance with the terms SPA, the Substitute Issuer issues the Substitute Debenture in full satisfaction of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and subscription price payable or reimbursable by the Lender to the Servicer under Substitute Issuer for the Servicing Agreement and (y) all amounts that are then due, payable Substitute Debenture. If the Borrower is unable to deliver either the Debenture or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect Substitute Debenture to the Mortgage Loan Lender on or prior to the Maturity Date (for certainty as the same may have been extended pursuant to the Servicing Agreement section 1 above) for any reason (such amounts contemplated by clauses (x) and (y), a “Withheld AmountsDebenture Delivery Breach”), shall be distributed by then payment of the Master Servicer in the following order principal amount of priority without duplication (this Note and payments accrued interest shall be made at such times as are set forth in by wire transfer of immediately available funds not later than two business days following a written demand therefor by the Servicing Agreement): Lender, which written demand will include wire transfer instructions (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid not previously provided by the Mortgage Loan BorrowerLender). Notwithstanding the foregoing, the acceptance by the Lender of payment by wire transfer of immediately available funds in circumstances of a Debenture Delivery Breach shall be paid without prejudice to each Noteholder any other remedies that the Lender may have hereunder or under the Subscription Agreement, the SPA or any other agreement contemplated by the SPA in an amount up connection with the failure by the Guarantor, XCC or a Substitute Issuer to its pro rata deliver or cause to be delivered the Debenture or a Substitute Debenture. Payment of interest therein, based hereunder shall be made by the Borrower on the product same date as payment of the applicable Percentage Interest multiplied principal is made by the applicable Relative Spread; and (e) fifth, if any excess amount is wire transfer of immediately available to be distributed in respect of the Mortgage Loan, and not otherwise applied funds in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating instructions provided by the Lender at least two business days prior to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesMaturity Date.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer (excluding master except for any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing feesfee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”)Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Protection Advances and reimbursement of Property Protection Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) for so long as such Note is held by the Initial Noteholder or an affiliate thereof, the related Non-Lead Securitization Noteholder and (y) when such Note is no longer held by the Initial Noteholder or an affiliate thereof, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered Payments due hereunder in respect of Insured Amounts shall be disbursed to the Trust Collateral Agent by wire transfer of immediately available funds to an account of the Trust Collateral Agent specified in the applicable Notice of Claim (or in the case of an Insured Amount becoming Due for Payment under Section 3 above, to the receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above). Assured Guaranty’s obligations hereunder in respect of Insured Amounts shall be discharged to the extent that funds are transferred to the Trust Collateral Agent as provided in the Notice of Claim (or to such receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above), whether or not such funds are properly applied by the Mortgage Loan Borrower Indenture Trustee, the Trust Collateral Agent, or otherwise available for payment on such other Person. In the event Assured Guaranty is required under law to deduct or with respect to withhold any tax or similar charge from or in connection with respect of any amount payable under or in respect of this Policy, Assured Guaranty will make all such deductions and withholdings and pay the Mortgage Loan full amount deducted or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied withheld to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower relevant taxation authority in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions)law, but excluding (x) all Assured Guaranty will not “gross-up” or otherwise pay additional amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note)taxes, with respect and Assured Guaranty’s payments to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer Trust Collateral Agent as provided in the following order Notice of priority without duplication Claim (and payments shall be made at or to such times receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as are set forth in the Servicing Agreement): (aSection 3 above) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances will be amounts that are net of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (deductions or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Noteswithholdings.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form (a) Payments of Periodic PaymentsInvestor Interest Collections and Investment Proceeds. On each Payment Date, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair Indenture Trustee shall distribute out of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, Payment Account (to the extent permitted by of Investor Interest Collections for a Loan Group collected during the REMIC Provisions)related Collection Period, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed deposits by the Master Servicer pursuant to Section 3.03 of the Sale and Servicing Agreement, and any Crossover Amounts) the following amounts and in the following order of priority without duplication to the following persons (and payments shall be made at such times as are set forth based on the information in the Servicing Agreement):Certificate), for each Loan Group: (ai) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal pay the premium related to that Loan Group pursuant to the accrued and unpaid Insurance Agreement to the Credit Enhancer; (ii) to pay the Aggregate Investor Interest (with interest on overdue interest (exclusive of Basis Risk Carryforward) to the extent permitted by applicable law) for that Class of Notes for the Payment Date to the related Noteholders; (iii) to pay the Investor Loss Amount for that Class of Notes for the Payment Date to the related Noteholders as principal in reduction of the related Note Principal Balance Balance; (iv) first to pay the Investor Loss Reduction Amount, and then to reduce the Loss Utilization Amount to zero, in each case, for each that Class of Notes to the related Noteholders in reduction of their Note Principal Balance; (v) to pay any amounts described in item (ii) above that remain unpaid to the Holders of the unrelated Class of Notes on the Payment Date (after taking into account the allocation of 100% of the Investor Interest Collections relating to the unrelated Class of Notes on the Payment Date) to the Holders of the unrelated Class of Notes; (vi) to pay previously unreimbursed Credit Enhancement Draw Amounts related to that Loan Group together with interest on such amounts at the applicable Net Interest Raterate in the Insurance Agreement to the Credit Enhancer; (bvii) second, on a Pro Rata to pay the related Accelerated Principal Payment Amount to the related Class of Noteholders as principal in reduction of the related Note Principal Balance; (viii) to pay any amounts described in items (iii) and Pari Passu Basis based (iv) above that remain unpaid to the Holders of the unrelated Class of Notes on the outstanding Principal Balances Payment Date (after taking into account the allocation of each Note, to each Noteholder in an amount equal 100% of the Investor Interest Collections relating to the principal payments received, if any, with respect unrelated Class of Notes on the Payment Date) to such Payment Date the Holders of the unrelated Class of Notes; (ix) to pay any amounts related to the Loan Group owed to the Credit Enhancer pursuant to the Insurance Agreement to the Credit Enhancer; (x) to pay any amounts required to be paid to the Master Servicer with respect to the Mortgage Loan, until such Principal Balance for each Note has related Class of Notes pursuant to Sections 3.08 and 5.03 of the Sale and Servicing Agreement that have not been reduced previously paid to zerothe Master Servicer; (cxi) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up pay previously unreimbursed Credit Enhancement Draw Amounts related to the amount of unrelated Loan Group together with interest on them at the applicable rate in the Insurance Agreement and any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) other amounts owed under the Insurance Agreement with respect to the Mortgage unrelated Loan pursuant Group to this Agreement or the Servicing AgreementCredit Enhancer; (dxii) fourth, on a Pro Rata and Pari Passu Basis, to pay any Prepayment Premium, Basis Risk Carryforward to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spreadrelated Noteholders; and (exiii) fifth, if any excess remaining amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Issuer for distribution in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesTrust Agreement.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect Tenant may use up to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair part of the Mortgaged Property or released Allowance up to an amount equal to Three Dollars ($3.00) per square foot of Rentable Area of the Mortgage Loan Borrower in accordance with Premises, for the payment of fees and expenses payable by Tenant under the terms of Paragraph 2(b)(i) of this Workletter. Tenant shall pay the Mortgage Loan Documents, aggregate amount of Tenant’s Costs to Landlord upon demand. Landlord shall determine the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms percentage of the Mortgage Loan DocumentsCost of the Work which is allocable to Landlord and the percentage of the Cost of the Work which is allocable to Tenant. Landlord shall also revise its determination of such percentages based on any changes in the Cost of the Work due to change orders affecting the Plans and Specifications. Within ten (10) days after Tenant’s receipt of an invoice from Landlord which identifies that portion of the Cost of the Work to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due incurred, respectively, by Landlord and payable or reimbursable Tenant, Tenant shall pay to Landlord the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each percentage of the Noteholders Cost of the Work allocable to such parties out of distributions made Tenant, as Tenant’s Costs, as determined by Landlord from time to them in respect of such Note), time. Landlord’s obligation for payment with respect to the Mortgage Loan Work shall not exceed the aggregate amount of Landlord’s Costs; and after Landlord has paid Landlord’s Costs, Tenant shall thereafter pay all Cost of the Work as and when invoiced to Tenant by Landlord, including, without limitation, any Change Costs. The amounts payable to Landlord hereunder shall constitute Rent due pursuant to the Servicing Agreement (Lease, and failure to make any such amounts contemplated by clauses (x) and (y)payment when due shall constitute a default under the Lease, “Withheld Amounts”)entitling Landlord to exercise any or all of its remedies hereunder, as well as all remedies otherwise available to Landlord. Any cost savings achieved after completion of the Work shall be distributed by solely the Master Servicer in property of Landlord, not Tenant. Notwithstanding the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstforegoing, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), Tenant must use any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesAllowance before November 30, 2005.

Payments. All amounts tendered On each Payment Date, payments shall be made by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with Agent from the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer Collateral Account in the following order of priority without duplication (and payments shall be made at such times as are set forth in to the Servicing Agreement):extent of the Available Amounts: (ai) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on Borrower, the Principal Balance for each Note at portion of the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on Available Amounts that are identifiable as sales tax receipts received by Borrower or Servicer during the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to period since the principal payments received, if any, with respect to such prior Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zeroany Pledged Lease; (cii) third, on a Pro Rata and Pari Passu Basisthe last Payment Date to occur in each calendar month, to each Noteholder up to Servicer, the amount of Servicing Fee for such calendar month until paid in full, and any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) fees that remain unpaid with respect to the Mortgage Loan pursuant to this Agreement one or the Servicing Agreementmore prior Payment Dates, provided, that if Servicer is Holdings or an Affiliate of Holdings, such payments shall not be made if an Event of Default has occurred and is continuing as of such Payment Date unless otherwise agreed by Agent in its sole discretion; (diii) fourthon the last Payment Date to occur in each calendar month, on a Pro Rata and Pari Passu Basisto the Backup Servicer, the Backup Servicer Fee for such calendar month until paid in full, including any such fees that remain unpaid with respect to one or more prior Payment Dates; (iv) to Agent, for the benefit of Lenders, first, any Prepayment PremiumProtective Advances, together with all interest owed with respect to all Protective Advances, and second, any indemnities owed by Borrower or any Guarantor to Agent or any Lender, in each case, to the extent paid not previously reimbursed or paid; (v) to Agent, for the benefit of itself and the Class A Lenders, (A) all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances and (B) all accrued and unpaid costs, fees and expenses relating to the other Obligations as of such Payment Date; (vi) to Agent, for the benefit of itself and the Class A Lenders (A), all accrued and unpaid interest (including any Revolving Advance Prepayment Additional Interest, Revolving Commitment Lockout Period Additional Interest and Additional Interest) relating to the Revolving Advances and (B) all accrued and unpaid interest relating to the other Obligations as of such Payment Date; (vii) if no Event of Default has occurred and is continuing, to Agent, for the benefit of itself and the Class A Lenders, the Required Loan Overadvance Principal Payment, if any; (viii) to Agent, for the benefit of itself and the Class B Lenders, all accrued and unpaid, costs, fees and expenses relating to the Term Loan as of such Payment Date; (ix) to Agent, for the benefit of itself and the Class B Lenders all accrued and unpaid interest (including any Term Loan Prepayment Additional Interest and Term Loan Lockout Period Additional Interest, but excluding PIK Interest) relating to the Term Loan as of such Payment Date; (x) (viii) if no Event of Default has occurred and is continuing and if directed in writing by the Mortgage Loan Borrower, shall be paid to each Noteholder Agent, for the benefit of itself and the Lenders, the Revolving Advances in an the amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied specified by the applicable Relative SpreadBorrower in such writing; (xi) (ix) if an Event of Default has occurred and is continuing, to Agent, for the benefit of Lenders, any remaining Available Amounts in the Collateral Account to the extent of Obligations owing to Lenders to be applied in accordance with Section 2.4(c) hereof; and (exii) fifth, if any excess amount is available (x) to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d)Borrower, any remaining amount shall be paid pro rata to each Noteholder Available Amounts in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesCollateral Account.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether payments received in the form out of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to Gross Receipts -------- shall be applied to repay the restoration or repair Obligations in accordance with Section 7 of the Mortgaged Property Sponsor Agreement. All payments from funds other than Gross Receipts the application of which is provided for in either the Intercreditor Agreement or released the Sponsor Agreement shall be applied to repay the Mortgage Loan Borrower Obligations in accordance with the terms of thereof. All payments received from the Mortgage Loan Documents, Cash Flow Insurance shall be applied to repay Obligations under the extent permitted Senior Tranche. Any other amounts received by the REMIC Provisions)Administrative Agent in connection with this Credit Agreement or the Notes the application of which is not otherwise provided for, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentshall be applied, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note)Lenders' Percentages, with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basisto pay accrued but unpaid Unused Commitment Fees, second, to each Noteholder in an amount equal to the pay accrued and but unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied Notes in accordance with the foregoing clauses (a)-(d)amount of outstanding Loans owed, any remaining amount shall be paid pro rata first to each Noteholder Senior Tranche Lender and then to each Junior Tranche Lender, third, to pay the principal balance outstanding on the Notes (with amounts payable on the principal balance outstanding on the Notes in accordance with their respective initial Percentage Interests. All expenses each Lender's Percentage) first to each Senior Tranche Lender, and losses then to each Junior Tranche Lender, fourth to satisfy or provide Cash Collateral for all Obligations relating to the Mortgage Loan Letters of Credit, and fifth, to pay other amounts payable to the Administrative Agent. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, Administrative Agent shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied from time to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notestime agree.

Payments. All amounts tendered by (i) As Purchaser shall have paid the Mortgage Loan Borrower or otherwise available full amount of the Purchase Price at Closing for payment on or with respect to or in connection with the Mortgage Loan or Assets, all revenue and cost arising from Seller’s operation of the Mortgaged Property or amounts realized as proceeds thereof, whether received in Assets after the form Closing Date and Seller’s performance of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds services under any guarantyOpen Order that has not been completed after the Closing Date shall be for the sole account of Purchaser, letter and all proceeds collected by Seller or any Affiliate, Subsidiary, employee, agent or representative thereof after the Closing Date shall be held in trust for Purchaser and its Subsidiaries (and therefore shall not be considered property of credit Seller or other collateral its Affiliates or instrument securing the Mortgage Loan or Insurance Subsidiaries for any reason) and Condemnation Proceeds (other than proceeds, awards or settlements that are required shall be remitted to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower Purchaser in accordance with the remaining terms of this Section 6.17(e) and all expenses paid or costs incurred by Seller or any Affiliates, Subsidiary, employee, agent or representative thereof after the Mortgage Loan Documents, to the extent permitted Closing Date shall be reimbursed by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, Purchaser in accordance with the remaining terms of this Section 6.17(e). (ii) Within five (5) days after the Mortgage Loan Documentsend of each calendar month in which Seller collects, pays or incurs any amounts with respect to services under any Open Orders that have not been completed, Seller shall deliver to Purchaser a statement certifying , in a reasonable level of detail, the amount of collections received by Seller or its Affiliates or Subsidiaries during such calendar month. (iii) Within ten (10) days after the date of delivery of the statement referred to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable Section 6.17(e)(ii): (A) Seller shall remit payment to the Servicer under the Servicing Agreement and Purchaser in an amount (yif such amount is positive) equal to all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, have been collected with respect to such Payment Date Open Orders less any amounts that have been paid or incurred with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadOpen Orders; and (eB) fifth, Purchaser shall remit payment to Seller in an amount (if any excess such amount is available positive) equal to be distributed all amounts that have been paid or incurred with respect to such Open Orders less any amounts that have been collected with respect to such Open Orders. (iv) At such times as Purchaser reasonably requests, Seller will give Purchaser and its representatives access to such books and records of Seller and its Affiliates and Subsidiaries as Purchaser reasonably requests in respect order to verify the accuracy of the Mortgage Loanrevenue items described in this Section 6.17. Seller will cooperate in all commercially reasonable respects, and not otherwise applied in accordance at Purchaser’s expense, with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata Purchaser’s efforts to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesverify such revenues items.

Payments. All amounts tendered by On the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form date of Periodic Paymentssuch purchase and sale, the Balloon Paymentpurchasing Second Lien Lenders shall: (a) pay to First Lien Agent, Liquidation Proceedsfor the benefit of the First Lien Lenders, proceeds under any guarantyas the purchase price therefor, letter the full amount of credit or other collateral or instrument securing all the Mortgage Loan or Insurance and Condemnation Proceeds First Lien Lender Claims (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts indemnification obligations for required reserves which no claim or escrows required by the Mortgage Loan Documents (to the extentdemand for payment has been made at such time, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are First Lien Lender Claims cash collateralized in accordance with Section 8.2(b) below) then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees outstanding and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rateunpaid; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal furnish cash collateral to the principal payments receivedFirst Lien Agent in such amounts as the First Lien Agent reasonably determines is necessary to secure the First Lien Agent and the First Lien Lenders in respect of any asserted or threatened (in writing) claims, if anydemands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages that are the subject of the indemnification provisions of the First Lien Credit Agreement (such cash collateral shall be applied to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid in full, the remaining cash collateral held by First Lien Agent in respect of indemnification obligations shall be remitted to the Second Lien Agent for the benefit of the purchasing Second Lien Lenders), or make such other accommodations as are reasonably agreed between the First Lien Agent and the Second Lien Agent with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;obligations; and (c) third, on a Pro Rata pay to First Lien Agent and Pari Passu Basis, to each Noteholder up to the other First Lien Lenders the amount of any unreimbursed costs and all expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses First Lien Loan Documents (a)-(dincluding the reimbursement of attorneys’ fees, field examination expenses, and appraisal fees), any remaining amount . Such purchase price and cash collateral shall be remitted by wire transfer of federal funds to such bank account of First Lien Agent as First Lien Agent may designate in writing to Second Lien Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating by the purchasing Second Lien Lenders to the Mortgage Loan bank account designated by First Lien Agent are received in such bank account prior to 2:00 p.m., Eastern time, and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, interest shall be allocated on a Pro Rata calculated to and Pari Passu Basis. Any realized losses (including reductions such Business Day if the amounts so paid by a bankruptcy court) applied the purchasing Second Lien Lenders to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid bank account designated by First Lien Agent are received in full on all the Notessuch bank account later than 2:00 p.m., Eastern time.

Payments. All amounts tendered (a) The Borrower shall be obligated, and hereby unconditionally agrees, to pay to the Issuing Lender the face amount of each Acceptance created by the Mortgage Loan Borrower or otherwise available for payment Issuing Lender hereunder on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds maturity thereof, whether received in or such earlier date on which the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair obligations of the Mortgaged Property or released Borrower under this Agreement become due and payable. The Issuing Lender is hereby authorized to charge the Mortgage Loan account(s) maintained by the Borrower at Chase for all amounts payable pursuant to this subsection 5.3(a). (b) The failure by the Borrower on any day to have sufficient aggregate Dollar funds on deposit in its account(s) maintained at Chase to pay all Acceptance Reimbursement Obligations due on such day in accordance with subsection 5.3(a) (such deficiency being hereinafter referred to as an "Acceptance Reimbursement Deficiency") shall constitute the terms making by the Issuing Lender of a loan to the Borrower (an "Acceptance Reimbursement Loan") in a principal amount equal to the amount of the Mortgage Acceptance Reimbursement Deficiency as of such day. Each Acceptance Reimbursement Loan Documentsshall (i) be payable on demand, to (ii) be evidenced by a loan account maintained on the extent permitted by books and records of the REMIC ProvisionsIssuing Lender (the "Acceptance Reimbursement Loan Account"), but excluding and (iii) bear interest from the date of the creation of the applicable Acceptance Reimbursement Obligation until paid in full at a rate per annum equal to (x) all amounts for required reserves or escrows required by the Mortgage Business Day on which such Acceptance Reimbursement Loan Documents (to is created, the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement ABR and (y) all amounts that are then duethereafter, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which the ABR plus 2%. Interest on each Acceptance Reimbursement Loan shall be payable by each on demand. The entries in the Acceptance Reimbursement Loan Account shall constitute prima facie evidence of the Noteholders to such parties out accuracy of distributions made to them the information set forth therein. (c) If the Issuing Lender makes an Acceptance Reimbursement Loan in respect accordance with subsection 5.3(b), the Issuing Lender will promptly notify each Participating Lender. Forthwith upon receipt of such Note)notice, with respect each Participating Lender will transfer to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) Issuing Lender, in Dollars and (y)in immediately available funds, “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to such Participating Lender's Revolving Credit Commitment Percentage of such Acceptance Reimbursement Loan plus interest thereon calculated from the accrued and unpaid interest on the Principal Balance for each Note date of such notice at the applicable Net Interest Federal Funds Effective Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;. (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent amount paid by such Participating Lender. Each Participating Lender agrees that the Mortgage Loan Borrower, Issuing Lender shall be paid have full authority and responsibility for enforcing all claims against the Borrower with respect to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; andAcceptances and Acceptance Reimbursement Loans and exercising all rights and remedies with respect thereto. (e) fifthWhenever, if at any excess amount is available to be distributed in respect time after the Issuing Lender has received from each Participating Lender its pro rata share of the Mortgage Loan, and not otherwise applied any Acceptance Reimbursement Loan in accordance with the foregoing clauses (a)-(dsubsection 5.3(c), the Issuing Lender receives any remaining amount shall be paid payments related to such Acceptance Reimbursement Loan (whether received directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to each Participating Lender its pro rata share thereof; provided, however, that in the event that the receipt by the Issuing Lender of such payments or such payment of interest (as the case may be) is required to be returned, each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating Participating Lender will return to the Mortgage Loan Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (f) Within fifteen days after the end of each calendar quarter, the Issuing Lender will notify each Participating Lender and the Mortgaged Property, including without limitation losses Borrower of principal (i) each creation of an Acceptance by the Issuing Lender during such calendar quarter and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated (ii) each payment made by the Borrower to the Issuing Lender during such calendar quarter on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance account of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesany Acceptance Reimbursement Obligation.

Payments. All amounts tendered (a) (a) Each Investor will be instructed by the Mortgage Loan Borrower or otherwise available for payment Company and the Managing Broker-Dealer to pay a predetermined Payment as indicated on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received applicable Subscription Agreement in the form of Periodic Paymentsa credit card, check, wire transfer, or ACH payment payable to the order of “East West Bank, as Escrow Agent for Real Street Build-to-Rent Fund I, LLC.”. Following receipt of an Investor’s Payment, the Balloon PaymentManaging Broker-Dealer will review (i) the Investor’s name, Liquidation Proceedsaddress, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required total purchase price to be applied remitted for the Securities to be purchased by the Investor (the “Total Purchase Price”), and (ii) the Payment (together, the “Proposed Investments”). The Managing Broker-Dealer will advise the Company with respect to the restoration or repair Proposed Investments, pursuant to the Company’s engagement of the Mortgaged Property or Managing Broker-Dealer. (b) Upon the Company’s review and acceptance of the Proposed Investments, the Payments shall be automatically released to the Mortgage Loan Borrower Escrow Account as Escrow Funds, subject to any payment processing fees and / or holdbacks determined by the Managing Broker Dealer. (c) Escrow Agent shall have no obligation to accept Escrow Funds or documents from any party other than the Investors, the Managing Broker-Dealer or the Company. Any checks that are made payable to a party other than the Escrow Agent shall be returned to the party submitting the check, and if received by the Company shall not be remitted to the Escrow Agent. Proceeds in the form of wire or other electronic funds transfers are deemed deposited into the Escrow Account and considered “Collected Funds” when received by the Escrow Agent. Any Payments tendered in the form of a check, draft or similar instrument are deemed deposited when the collectability thereof has been confirmed; after such time, such Payments are considered “Collected Funds.” The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. Should any check be deemed uncollectible for any reason, the Escrow Agent will notify the Company and Managing Broker Dealer of the amount of such return check, the name of the Investor, the reason for return, and return the check to the Investor. (d) Escrow Agent will hold all Escrow Funds in escrow, free from any liens, claims or offsets, and such monies shall not become the property of the Company, the Investor, or the Managing Broker-Dealer, nor shall such monies become subject to the debts thereof or the debts of the Escrow Agent, unless and until the conditions set forth in these instructions to disbursement of such monies have been fully satisfied. (e) The Escrow Funds shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer to the appropriate payee(s) in accordance with the terms provisions of this Agreement. (f) Escrow Agent shall not be required to take any action under this Section 1.3 or any other section hereof until it has received proper written instruction from the Company and the Managing Broker-Dealer. Such written instruction from the Company shall be signed by an Authorized Representative (as defined below) of the Mortgage Loan DocumentsCompany. Except as otherwise expressly contemplated herein, all parties hereby direct and instruct Escrow Agent to the extent permitted accept any payment or other instructions provided by the REMIC Provisions)Company, but excluding (x) all amounts for required reserves and Escrow Agent shall have no duty or escrows required by the Mortgage Loan Documents (obligation to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves authenticate such payment or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement other instructions or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, authorization thereof. The Escrow Agent shall not be required to release any Prepayment Premium, to funds that constitute Escrow Funds unless the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesfunds represented thereby are Collected Funds.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstSRDSP will make all payments to Hydro Phi in U.S. Dollars, unless otherwise agreed by the Parties in writing, by check drawn on a Pro Rata and Pari Passu BasisUnited States bank or by bank-to-bank wire transfer. All payments are eligible for a [REDACTED*]% Net [REDACTED*] discount, to each Noteholder in an amount equal to if received by Hydro Phi within [REDACTED*] days after the accrued and unpaid interest on Hydro Phi invoice date or will otherwise be due Net 30 days after the Principal Balance for each Note at the applicable Net Interest Rate;Hydro Phi invoice date. (b) secondHydro Phi will make all payments to SRDSP in U.S. Dollars, unless otherwise agreed by the Parties in writing, by check drawn on a Pro Rata United States bank or by bank-to-bank wire transfer. All payments due SRDSP shall be paid within 30 days after the invoice date. A. SRDSP will pay Hydro Phi according to standard payment terms of [REDACTED*] remitted upon placing an order, [REDACTED*] remitted upon installation, and Pari Passu Basis based on [REDACTED*] remitted upon acceptance and receipt of the outstanding Principal Balances of each Note, to each Noteholder in an amount equal Product and installation by customer. SRDSP will pay the wholesale price pursuant to the principal payments receivedprice point set by Hydro Phi and set forth on Exhibit “B”. Any discounts from the retail price are deducted from the SRDSP markups unless otherwise approved by Hydro Phi. SRDSP will notify Hydro Phi of any payment terms that may be exceptions to the foregoing and obtain the prior written consent of Hydro Phi before agreeing thereto. B. SRDSP will pay Hydro Phi the proportionate share of the wholesale price as agreed to and tendered by the Customer. For example, if the Customer agrees to pay [REDACTED*] upon execution of the purchase agreement, [REDACTED*] upon installation and [REDACTED*] upon acceptance of the Product by Customer, SRDSP will pay Hydro Phi one third of the whole price within 30 days following each payment by such purchaser. C. The wholesale price upon which Hydro Phi provides products to the SRDSP will not include any of the following and each item is the responsibility of SRDSP to add to its price quotations to the Customer: i. FOB Transportation, shipping and handling/draying including packing, freight forwarding charges and insurance; ii. Taxes and duties of any kind assessed against the SRDSP within the Territory related to distribution by SRDSP. iii. Credits and allowances, if any; iv. Portions of a contract that are executed by SRDSP or its sub-SRDSPs, dealers, service providers or local representatives for installation and maintenance Services. Hydro Phi has no obligations to SRDSP with respect to such Payment Date with respect to maintenance, installation or other labor Services for Customers, except for the Mortgage Loan, until such Principal Balance for each Note general warranty provisions set forth in Section 11. * This material has been reduced omitted pursuant to zero;a request for confidential treatment filed separately with the Securities and Exchange Commission. (c) thirdD. Any payment dispute between Customer and SRDSP that results in a reduction of the price for the Product or Service or any failure to receive payment, on a Pro Rata repudiation or failure to complete the terms and Pari Passu Basis, to each Noteholder up to the amount conditions of any unreimbursed costs contract related to installation or maintenance Services is the sole responsibility of SRDSP, and expenses paid by such Noteholder including Hydro Phi will have no responsibility or liability whatsoever. SRDSP will pay Hydro Phi the stated wholesale price for the Product in dispute unless the dispute relates to Hydro Phi or other manufacturer failure to meet specifications or because of manufacturer defects. SRDSP may not withhold any unreimbursed trust fund expenses not previously reimbursed wholesale price payments due Hydro Phi. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the Servicing Agreement;date of the invoice, or adjustment to an invoice was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. (d) fourth, E. SRDSP acknowledges and understands prior sales calls may have been made on a Pro Rata potential Customer in the Territory by other Hydro Phi SRDSPs, Business Development Associates, affiliate companies, or financial partners. Accordingly, the assignment of the exclusive Customer account will fall under the end user exclusions as outlined in Exhibit “C”: i. Hydro Phi will keep an ongoing audit trail for each end user lead related to that represented by Hydro Phi before assignment of the Territory. ii. The lead generator for sales into a territory that he/she is not named as the SRDP shall remit a list of all contact and/or prospective clients to Hydro Phi to be named as the exclusive for that prospective client. Hydro Phi will accept and Pari Passu Basisapprove all ongoing dialogue from the exclusive sales lead assignee with the understanding that the Exhibit “C” End User Exclusions are considered a Hydro Phi Corporate Initiative. iii. In any situation when there is a question of sales calls in the Territory, the [REDACTED*] profit split as mandated herein or any Prepayment Premiumother revenue or account dispute, Hydro Phi will make a determination of disposition on the account assignment with the intention of dividing the same fairly between and/or among all exclusive assignees and the SRDSP. The decision of Hydro Phi is final, except that SRDSPs or others involved with the sale will have a right to appeal the extent paid by decision in writing, stating why the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, determination is considered unfair. The Hydro Phi chief executive officer and two other Hydro Phi officers will review the decision based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loansuch appeal, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall decision on the appeal will be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full final on all the Notesinvolved.

Payments. All Subject to Section 29(d) and Section 30(g) hereof, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofLoan, whether received in the form of Periodic Monthly Payments, proceeds from the Balloon Paymentsale of a Condominium Unit or the grant of a Condominium License, a balloon payment, Liquidation Proceeds, proceeds under any guarantytitle, letter of credit hazard or other collateral insurance policies or instrument securing awards or settlements in respect of condemnation proceedings or similar exercise of the Mortgage Loan power of eminent domain or Insurance and Condemnation Proceeds funds provided by a Mezzanine Lender as a protective advance, or any amounts derived from the sale or operation of REO Property that are not included the foregoing items (other than (x) proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or any amounts to be released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, (y) amounts collected on the Mortgage Loan or related REO Property that are required to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required be deposited into reserves or escrows required by pursuant to the Mortgage Loan Documents (or that are required to pay any servicing or other fees to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable Agent (but only to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan extent not paid pursuant to the Servicing Agreement provisions below) or that are reimbursement of costs and expenses, and (z) amounts collected as Penalty Charges, which amounts shall be paid to or retained by the Agent as additional compensation) (all such amounts contemplated by clauses (xexcept for the amounts described in the immediately preceding parenthetical clause) and (y), being collectively referred to herein as “Withheld Collection Amounts”), ) shall be distributed by the Master Servicer applied in the following order of priority without duplication (and payments shall be made at such times as are set forth in required pursuant to the Servicing applicable Agent Agreement): (a) first, from the portions of the Collection Amounts allocable under the Mortgage Loan Documents as payments of interest on Protective Advances, on a Pro Rata pro rata and Pari Passu Basispari passu basis (1) to the Participation A-1 Holder, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note Protective Advances made by Participation A-1 Holder at the applicable Net Participation A-1 Protective Advance Interest Rate, and (2) to the Participation A-2 Holder, in an amount equal to the accrued and unpaid interest on the Protective Advances made by Participation A-2 Holder at the Participation A-2 Protective Advance Interest Rate, such pro rata basis to be in accordance with their respective Protective Advance Percentage Interests; (b) second, from the portions of the Collection Amounts allocable under the Mortgage Loan Documents as repayments of Protective Advances, on a Pro Rata pro rata and Pari Passu Basis based on pari passu basis (1) to the outstanding Principal Balances of each NoteParticipation A-1 Holder, to each Noteholder in an amount equal to its pro rata portion of such portions of the principal payments receivedCollection Amounts (based on the Protective Advance Percentage Interests), if any, with respect to such Payment Date with respect and (2) to the Mortgage LoanParticipation A-2 Holder, until in an amount equal to its pro rata portion of such Principal Balance for each Note has been reduced portions of the Collection Amounts (based on the Protective Advance Percentage Interests), such pro rata basis to zerobe in accordance with their respective Protective Advance Percentage Interests; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to from the amount portions of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Collection Amounts allocable under the Mortgage Loan pursuant to Documents as payments of default interest in excess of the interest paid in accordance with clause (e) of this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumSection 3, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Noteholder the Participation A-1 Holder and the Participation A-2 Holder on a pro rata basis in accordance with their respective Percentage Interests; (d) fourth, from the portions of the Collection Amounts allocable as payments of accrued and unpaid interest, on a pro rata and pari passu basis (1) to the Participation A-1 Holder, in an amount up equal to its the accrued and unpaid interest on the Participation A-1 Principal Balance at the Participation A-1 Interest Rate, (2) to the Participation A-2 Holder, in an amount equal to the accrued and unpaid interest on the Participation A-2 Principal Balance at the Participation A-2 Interest Rate, (3) to the Participation IO A-1 Holder, in an amount equal to the accrued and unpaid interest on the Participation IO A-1 Notional Amount at the Participation IO A-1 Interest Rate, and (4) to the Participation IO A-2 Holder, in an amount equal to the accrued and unpaid interest on the Participation IO A-2 Notional Amount at the Participation IO A-2 Interest Rate (with such pro rata interest therein, allocation to be based on such amounts payable to the product of Participation A-1 Holder, the applicable Percentage Interest multiplied by Participation A-2 Holder, the applicable Relative Spread; andParticipation IO A-1 Holder and the Participation IO A-2 Holder); (e) fifth, from the portions of the Collection Amounts allocable as payments of principal, on a pro rata and pari passu basis (1) to the Participation A-1 Holder, in an amount equal to its pro rata portion of such portions of the Collection Amounts (based on the Participation A-1 Principal Balance and the Participation A-2 Principal Balance), to be applied in reduction of the Participation A-1 Principal Balance and (2) to the Participation A-2 Holder, in an amount equal to its pro rata portion of such portions of the Collection Amounts (based on the Participation A-1 Principal Balance and the Participation A-2 Principal Balance), to be applied in reduction of the Participation A-2 Principal Balance; (f) sixth, pro rata (based on the amounts described in clauses (i) through (iv) that follow (and the derivation of the 0.4667 and 0.5333 multipliers used below being set forth on Exhibit I hereto)): (i) to the Participation A-1 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of Tranche B, such share to be determined by multiplying the total Prepayment Premium payable on all of Tranche B by (x) 0.4667 and (y) a fraction, the numerator of which is the aggregate amount of the Participant A-1 Tranche B Portion and the denominator of which is the aggregate amount of Tranche B; (ii) to the Participation A-2 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of Tranche B, such share to be determined by multiplying the total Prepayment Premium payable on all of Tranche B by (x) 0.4667 and (y) a fraction, the numerator of which is the aggregate amount of the Participant A-2 Tranche B Portion and the denominator of which is the aggregate amount of Tranche B; (iii) to the Participation IO A-1 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of Tranche B, such share to be determined by multiplying the total Prepayment Premium payable on all of the Tranche B by (x) 0.5333 and (y) a fraction, the numerator of which is the aggregate amount of the Participant A-1 Tranche B Portion and the denominator of which is the aggregate amount of Tranche B; and (iv) to the Participation IO A-2 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of Tranche B, such share to be determined by multiplying the total Prepayment Premium payable on all of Tranche B by (x) 0.5333 and (y) a fraction, the numerator of which is the aggregate amount of the Participant A-2 Tranche B Portion and the denominator of which is the aggregate amount of Tranche B; (g) seventh, pro rata (based on the amounts described in clauses (i) through (iv) that follow (and the derivation of the 0.5185 and 0.4815 multipliers used below being set forth on Exhibit I hereto)): (i) to the Participation A-1 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of the Mortgage Loan (except for Tranche B), such share to be determined by multiplying the total Prepayment Premium payable on the Mortgage Loan (except for Tranche B) by (x) 0.5185 and (y) a fraction, the numerator of which is the Participation A-1 Principal Balance (except for the Participant A-1 Tranche B Portion) and the denominator of which is the Mortgage Loan Principal Balance (except for Tranche B); (ii) to the Participation A-2 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of the Mortgage Loan (except for Tranche B), such share to be determined by multiplying the total Prepayment Premium payable on the Mortgage Loan (except for Tranche B) by (x) 0.5185 and (y) a fraction, the numerator of which is the Participation A-2 Principal Balance (except for the Participant A-2 Tranche B Portion) and the denominator of which is the Mortgage Loan Principal Balance (except for Tranche B); (iii) to the Participation IO A-1 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of the Mortgage Loan (except for Tranche B), such share to be determined by multiplying the total Prepayment Premium payable on the Mortgage Loan (except for Tranche B) by (x) 0.4815 and (y) a fraction, the numerator of which is the Participation IO A-1 Notional Amount (except for the Participant A-1 Tranche B Portion) and the denominator of which is the Mortgage Loan Principal Balance (except for Tranche B); and (iv) to the Participation IO A-2 Holder, in an amount equal to its share of any Prepayment Premium actually received in respect of the Mortgage Loan (except for Tranche B), such share to be determined by multiplying the total Prepayment Premium payable on the Mortgage Loan (except for Tranche B) by (x) 0.4815 and (y) a fraction, the numerator of which is the Participation IO A-2 Notional Amount (except for the Participant A-2 Tranche B Portion) and the denominator of which is the Mortgage Loan Principal Balance (except for Tranche B); (h) eighth, to the Participation A-1 Holder and the Participation A-2 Holder, pro rata (based on the Participation A-1 Principal Balance and the Participation A-2 Principal Balance), in an amount equal to any Extension Fees actually received with respect to the Mortgage Loan; and (i) ninth, if any excess amount is available paid by the Mortgage Loan Borrower and is not required to be distributed in respect of returned to the Mortgage LoanLoan Borrower or to a party other than a Holder under the Mortgage Loan Documents, and not otherwise applied in accordance with the foregoing clauses (a)-(d)a) through (h) of this Section 3, or if the Mortgaged Property has become REO Property, there is any amount remaining that is not applied in accordance with the foregoing clauses (a) through (h) of this Section 3, then such remaining amount shall be paid to the Participation A-1 Holder and the Participation A-2 Holder, pro rata to each Noteholder (based on the Participation A-1 Principal Balance and the Participation A-2 Principal Balance). For the avoidance of doubt, if the Mortgaged Property becomes REO Property, the proceeds from the sale of the Condominium Units shall be applied as provided in accordance with their respective initial Percentage Interests. All expenses and losses relating clauses (a) through (h) of this Section 3 as if the allocations pursuant to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesDocuments were still applicable.

Payments. All amounts tendered (i) Each US Subsidiary Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against such US Subsidiary Guarantor by virtue hereof, upon the Mortgage Loan failure of any Borrower to pay any of the US Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise available (including amounts that would become due but for payment on the operation of the automatic stay under §362(a) of the Bankruptcy Code), such US Subsidiary Guarantor shall forthwith pay, or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required cause to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower paid, in accordance with the terms of the Mortgage Loan Documentscash, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in Administrative Agent an amount equal to the amount of the US Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to any Borrower, would have accrued on such US Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in any such Insolvency Proceeding); and unpaid interest on (ii) each Guarantor hereby agrees, in furtherance of the Principal Balance foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against such Guarantor by virtue hereof, upon the failure of the European Borrower to pay any of the European Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for each Note at the applicable Net Interest Rate; (boperation of the automatic stay under §362(a) secondof the Bankruptcy Code), on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Notesuch Guarantor shall forthwith pay, or cause to be paid, in cash, to each Noteholder in the Administrative Agent an amount equal to the principal amount of the European Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the European Borrower, would have accrued on such European Guaranteed Obligations, whether or not a claim is allowed against such European Borrower for such interest in any such Insolvency Proceeding). Each Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in the applicable currency of the Guaranteed Obligations in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as are specified in the Credit Agreement. (b) Any and all payments receivedby any Guarantor to or for the account of any Guaranteed Party under any Guarantor Documents shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if anyany Guarantor shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) each Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantors shall make such deductions and (iii) the Guarantors shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (c) Without limiting the provisions of subsection (b) above, the Guarantors shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (d) The Guarantors shall indemnify the Guaranteed Parties, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Guaranteed Parties, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Guaranteed Parties (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantors to a Governmental Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (f) If any Guaranteed Party determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Guarantor or with respect to which the Guarantor has paid additional amounts pursuant to this Section, it shall pay to the Guarantor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Guarantor under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of a Guaranteed Party, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Payment Date with respect refund), provided that the Guarantor, upon the request of a Guaranteed Party, agrees to repay the amount paid over to the Mortgage LoanGuarantor (plus any penalties, until interest or other charges imposed by the relevant Governmental Authority) to a Guaranteed Party in the event the Administrative Agent, such Principal Balance for each Note has been reduced Lender or the L/C Issuer is required to zero; repay such refund to such Governmental Authority. This subsection shall not be construed to require a Guaranteed Party to make available its tax returns (cor any other information relating to its taxes that it deems confidential) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of Guarantors or any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesPerson.

Payments. All amounts tendered payments to be made hereunder will be made without interest and less any tax required by Canadian law to be deducted or withheld. Purpose of Agreement The purpose of this agreement is to create the Trust for the benefit of the Holders, as herein provided. The Trustee will hold the Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Holders as provided in this agreement. Voting Share Issuance and Ownership of the Voting Share RVI hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Mortgage Loan Borrower or otherwise available Trustee as trustee for payment and on or behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this agreement. RVI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by RVI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and except as specifically authorized by this agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this agreement. Legended Share Certificates RVI Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of their right to instruct the Trustee with respect to the exercise of the Voting Rights with respect to the Exchangeable Shares held by a Holder. Safe Keeping of Certificate The certificate representing the Voting Share shall at all times be held in safe keeping by the Trustee or its agent. Holders' Benefit For greater certainty, the Trustee holds the benefit of the Voting Rights for the Holders, but all other rights in respect of the Voting Share, including without limitation any rights to receive dividends on the Voting Share, are for benefit of RVI. Exercise of Voting Rights Voting Rights The Trustee, as the holder of record of the Voting Share, shall be entitled to all of the Voting Rights, including the right to consent to or to vote in person or by proxy the Voting Share, on any matter, question or proposition whatsoever that may properly come before the stockholders of RVI at a RVI Meeting or in connection with a RVI Consent (in each case, as hereinafter defined). The Voting Rights shall be and remain vested in and exercised by the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic PaymentsTrustee. Subject to Section 7.15 hereof, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter Trustee shall exercise the Voting Rights only on the basis of credit or other collateral or instrument securing instructions received pursuant to this Article 4 from Holders entitled to instruct the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Trustee as to the restoration voting thereof at the time at which a RVI Consent is sought or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to a RVI Meeting is held. To the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or that no instructions are received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), from a Holder with respect to the Mortgage Loan pursuant Voting Rights to which such Holder is entitled, the Servicing Agreement (Trustee shall not exercise or permit the exercise of such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesHolder's Voting Rights.

Payments. All amounts tendered 5.1 Subject to Paragraph 5.2 hereof, NSC shall reimburse NKK for the following reasonable costs and expenses incurred by the Mortgage Loan Borrower or otherwise available for payment on or with respect NKK in making certain payments to or in connection with for the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair benefit of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms Transferred Employees on behalf of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding NSC (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement"Reimbursable Expenses"): (a) first, on a Pro Rata and Pari Passu Basis, reasonable costs incurred under the payment equalization program referred to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;Paragraph 7.3 hereof; and (b) secondreasonable costs incurred in relocating the Transferred Employee to the United States and, upon conclusion of the Transferred Employee's employment by NSC, in relocating the Transferred Employee back to Japan, including, without limitation, all reasonable travel expenses and moving expenses incurred by the Transferred Employee and his immediate family; and (c) reasonable costs incurred for postage and shipments of documents to and from Transferred Employees. 5.2 The total amount which NSC shall be obligated to pay to NKK for Reimbursable Expenses during the Initial Term and during each Contract Year after the Initial Term shall not exceed a maximum amount (the "Reimbursable Expenses Cap"). For the purposes of determining whether or not the Reimbursable Expenses Cap is reached, the amount of payroll taxes and related taxes paid by NSC on behalf of each Transferred Employee with respect to payments made by NKK to such Transferred Employee under its payment equalization program, in excess of NSC's regular salary for each such Transferred Employee, shall be deemed to be a Pro Rata Reimbursable Expense. The Reimbursable Expenses Cap for the Initial Term shall be $11,666,667. The amount of the Reimbursable Expenses Cap for each Contract Year after the Initial Term shall be mutually agreed upon by the parties prior to the commencement of such Contract Year, and Pari Passu Basis based shall be subject to the approval of NSC's Board of Directors as described in Paragraph 15 hereof. 5.3 Promptly following its payment of any Reimbursable Expenses to Transferred Employees, NKK shall submit an invoice to NSC for such Reimbursable Expenses. Said invoice shall set forth the Reimbursable Expenses incurred with respect to each Transferred Employee in reasonable detail and with such supporting documentation as NSC may reasonably require. Within thirty (30) days after receipt of said invoice, NSC shall pay to NKK the amount of such invoice; provided, however, that if the amount of any such invoice, when added to the amount of all prior invoices for Reimbursable Expenses incurred in the Contract Year, exceeds the Reimbursable Expenses Cap for such Contract Year (the amount of such excess hereinafter being referred to as the "Excess Amount"), then NSC shall be obligated to pay only the amount of such invoice less the Excess Amount. In the event that any portion of such invoice is questioned or disputed by NSC, NSC shall pay all amounts not in question or dispute, and the parties shall expeditiously attempt to resolve such questions or disputes in accordance with Paragraph 17 hereof. Each invoice from NKK shall convert Yen to Dollars at the conversion rate in effect on the outstanding Principal Balances date of each Notesuch invoice, as published in the Wall Street Journal, Currency Trading Exchange Rates for such date. In the event that at any time NKK determines that an adjustment is required to each Noteholder any invoice previously submitted for Reimbursable Expenses, whether because of an error, omission or inability to calculate, then NKK may submit a new invoice to NSC setting forth such adjustment in reasonable detail and with such supporting documentation as NSC may reasonably require. If such adjusted invoice calls for an additional payment by NSC (rather than a credit), then NSC shall pay such adjusted invoice in accordance with the procedures described above; provided, however, that the amount equal of such adjusted invoice shall apply and be subject to the principal Reimbursable Expenses Cap in effect at the time when the Reimbursable Expenses covered by such adjusted invoice were incurred. 5.4 All payments receivedto be made hereunder by NSC to NKK shall be in United States Dollars by telegraphic transfer, and remitted into NKK's account at a bank in Japan designated by NKK. 5.5 Subject to the provisions of Paragraph 5.6 hereof, NSC shall deduct from the account of payments to NKK, the withholding tax, if any, required after application of the Convention between Japan and the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes and Income, and NSC shall send to NKK, on an annual basis, a tax certificate showing the payment of such tax, as NKK may reasonably request to obtain a credit for such tax. 5.6 NKK and NSC shall, as soon as possible after the date hereof, by mutual agreement, devise appropriate arrangements regarding the withholding of employee payroll and any other taxes imposed with respect to such Payment Date payments of Reimbursable Expenses made by NSC to NKK. 5.7 NKK shall maintain complete and accurate books and records with respect to the Mortgage LoanReimbursable Expenses and other payments which may become due under this Agreement. Such books and records shall be available for inspection and audit by NSC or its representatives during normal business hours at any reasonable time, until such Principal Balance from time to time during the term of this Agreement and for each Note has been reduced to zero; a period of seven (c7) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount years after payment of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesinvoice hereunder.

Payments. All amounts tendered by At the Mortgage Loan Borrower or otherwise available for payment on or with respect Closing, in the following chronological order, the Purchaser shall pay: (i) to or in connection with Olympia Trust Company, the Mortgage Loan or escrow agent (the Mortgaged Property or amounts realized as proceeds thereof, whether received “Escrow Agent”) under the escrow agreement substantially in the form of Periodic PaymentsExhibit 2.3(i) hereto to be entered into on the Closing Date by the Sellers’ Agent (on behalf of the Sellers), the Balloon PaymentPurchaser and the Escrow Agent (the “Escrow Agreement”), Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing (A) an amount equal to $950,000 for deposit with the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required Escrow Agent into an escrow account to be applied referred to as the “Adjustment Escrow Account”, (B) an amount equal to $4,800,000 for deposit with the Escrow Agent into an escrow account to be referred to as the “Indemnity Escrow Account”, and (C) an amount equal to $1,500,000 for deposit with the Escrow Agent into an escrow account to be referred to as the “EB Escrow Account”; (ii) to the restoration or repair Sellers’ Agent on behalf of each Seller, the Mortgaged Property or released amount equal to the Mortgage Loan Borrower Estimated Purchase Price less the amounts referred to in accordance with Section 2.3(i) to be distributed by or on behalf of Sellers’ Agent to each Seller in consideration for the terms acquisition of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentits Purchased Shares, in accordance with the terms of the Mortgage Loan Documents) to be held their Pro Rata Share as reserves or escrows or received as reimbursements set out on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then dueSchedule 2.3(ii); provided, payable or reimbursable to that, any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by only after the Master Servicer in Sellers’ Agent has deducted an amount to cover the following order Sellers’ Agent Expenses; (iii) on behalf of priority without duplication the Acquired Company and the Subsidiary, the Credit Facility Debt Amount payable to HSBC Bank Canada under the Credit Facility (and payments which amount shall be made at such times as are the amount set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, Payout Letter that the Acquired Company shall cause to each Noteholder in an amount equal be delivered to the accrued and unpaid interest on Purchaser prior to the Principal Balance for each Note at the applicable Net Interest RateClosing); (biv) secondon behalf of and as directed by the Acquired Company, on a Pro Rata the amounts necessary to pay the Total Seller Note Amount (which amounts and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal payees Alumicor shall deliver to the principal payments received, if any, with respect to such Payment Date with respect Purchaser prior to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadClosing); and (ev) fifthon behalf of and as directed by the Acquired Company, the amounts necessary to pay the Transaction Expenses (which amounts and payees Alumicor shall deliver to the Purchaser prior to the Closing), provided, however, that if any excess amount is available to be distributed in respect of the Mortgage Loanamounts (or part thereof) are not paid to the directors, employees and consultants of the Acquired Company or the Subsidiary listed in Section 3.22 of the Disclosure Schedule with respect to any change of control, employee retention bonuses, commission or other similar payments, the amounts not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount so paid shall be paid pro rata immediately returned to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated Sellers’ Agent (on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance behalf of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all Sellers) by the NotesPurchaser.

Payments. All (a) At the Closing, Buyer shall pay or cause to be paid the following amounts tendered by wire transfers of immediately available funds: (i) Buyer shall pay or cause to be paid to each creditor of the Company under the Indebtedness Agreements, to an account designated by such creditor in writing, the amount of Indebtedness specified in such creditor's Pay Off Letter (collectively, the sum of such Indebtedness amounts for all such creditors being hereinafter referred to as the "Indebtedness Pay Off Amount"); (ii) Buyer shall deposit or cause to be deposited the Escrow Amount with the Escrow Agent; (iii) Buyer shall pay or cause to be paid all Company Transaction Costs that remain outstanding as of the Closing Date to such account or accounts as are designated by the Mortgage Loan Borrower Company at least two (2) Business Days prior to the Closing Date (collectively, the sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the "Paid Company Transaction Costs"); (iv) Buyer shall pay or otherwise available for payment on or cause to be paid to accounts designated by the Representative (with respect to or in connection Securityholders who are not employees) and by the Company (with respect to Securityholders who are employees) at least two (2) Business Days prior to the Mortgage Loan Closing Date, for distribution by the Representative or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required Surviving Company to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower such Securityholders in accordance with Schedule I (and, in the terms case of payments to be distributed by the Surviving Company, in accordance with Section 1.10(c)), the portion of the Mortgage Loan DocumentsClosing Merger Consideration attributable to those Securityholders that have delivered to Buyer a Letter of Transmittal and stock certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal), Option Surrender Agreement and/or Restricted Stock Unit Surrender Agreement (as applicable) prior to the extent permitted Closing Date; and (v) Buyer shall pay or cause to be paid to Drysdale the payments described in Section 3.14(a) pursuant to the Drysdale Agreement. (b) Following the Closing, Buyer shall promptly pay or cause to be paid to accounts designated by the REMIC ProvisionsRepresentative (with respect to Securityholders who are not employees) and by the Surviving Company (with respect to Securityholders who are employees) for distribution by the Representative or the Surviving Company to each Securityholder that delivers to Buyer a Letter of Transmittal and stock certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal), but excluding Option Surrender Agreement and/or Restricted Stock Unit Surrender Agreement (xas applicable), the amount (without interest) that would have been payable to such Securityholder pursuant to Section 1.10(a)(iv) if such Securityholder had delivered such documents on or prior to the Closing Date. Any other payments (including Escrow Distributions and payments of any Final Adjustment Surplus) to be made to the Securityholders shall be made to the account designated by the Representative for the benefit of such Securityholders in accordance with Schedule I. (c) Each of the Surviving Company and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable to any Securityholder pursuant to this Agreement any amounts as the Surviving Company or Buyer, as the case may be, is required to deduct and withhold with respect to payment under any provision of federal, state or local Tax law. If the Surviving Company or Buyer, as the case may be, so withholds amounts, such amounts shall be promptly remitted to the appropriate taxing authority as required by Applicable Laws, and shall be treated for all purposes of this Agreement as having been paid to the Securityholders in respect of which the Surviving Company or Buyer, as the case may be, made such deduction or withholding. Without limiting the generality of the foregoing, the Surviving Company shall deduct, withhold and appropriately remit from the payments made by it pursuant to Section 1.10(a)(iv) all amounts for social security, Medicare, unemployment or other employment Taxes required reserves or escrows required by the Mortgage Loan Documents (with respect to the extent, in accordance with the terms Securityholders who are employees of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due Company, and payable or reimbursable to shall provide the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable Representative with an itemized summary by each Securityholder of the Noteholders to such parties out of distributions made to them amounts so withheld and remitted. Except as provided in respect of such Note), Section 1.13 with respect to the Mortgage Loan Escrow Agreement, no interest shall accrue or be paid on the cash payable to any Securityholder pursuant to this Agreement. (d) If any portion of the Servicing consideration pursuant to this Agreement is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Representative any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Representative that such Tax has been paid or is not payable. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnify Buyer against any claim that may be made against it with respect to such Certificate, Buyer will issue in exchange for such lost, stolen or destroyed Certificate the consideration otherwise payable pursuant to this Agreement. (f) Any amounts paid to the Representative for the benefit of a Securityholder that is attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 10-1328 of the ABCA. With respect to any amounts received by the Representative for the benefit of a Securityholder pursuant to this Agreement that are attributable to a Dissenting Share, such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed paid by the Master Servicer in Representative to the Securityholder (or, after the 270th day following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu BasisClosing Date, to each Noteholder in an amount equal the Surviving Company) for distribution to the accrued and unpaid interest on holder thereof in accordance with this Agreement following the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, first to each Noteholder in an amount equal to the principal payments received, if anyoccur, with respect to such Payment Date with respect Dissenting Share, of either (i) the withdrawal of or loss of the right to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan appraisal pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product Section 10-1328 of the applicable Percentage Interest multiplied by ABCA or (ii) the applicable Relative Spread; and (e) fifth, if any excess amount is available perfection of appraisal rights pursuant to be distributed in respect Section 10-1328 of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesABCA.

Payments. All amounts tendered by (a) On or before 12:00 p.m. on each Determination Date preceding a Monthly Payment Date, the Mortgage Loan Borrower (or otherwise available AmeriCredit on its behalf) shall (i) calculate the Noteholders' Interest Distributable Amount, if any, for payment on or the Class VPN Loans and that Monthly Payment Date and the Outstanding Amount, if any, for the Class VPN Loans and that Monthly Payment Date and (ii) provide the Lender with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received written notice thereof in the form of Periodic PaymentsServicer Certificate for that Determination Date. (b) On each Monthly Payment Date for the Class VPN Loans, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Borrower shall pay to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentLender, in accordance with the terms of the Mortgage Sale and Servicing Agreement and the Series Supplement, the sum of (i) the Noteholders' Interest Distributable Amounts for the Class VPN Loans and that Monthly Payment Date, (ii) the Noteholders' Principal Distributable Amount for the Class VPN Loans and that Monthly Payment Date, and (iii) the Additional Class VPN Loan DocumentsAmounts for the Class VPN Loans and that Monthly Payment Date. (c) On each Monthly Payment Date for the Class VPN Loans except during a Non-Sequential Amortization Period, the Lender shall, to be held as reserves or escrows or the extent available, apply monies received as reimbursements on account of recoveries from the Borrower in respect of Advances then due and payable each Class VPN Loan as follows: (i) first, in or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all towards payment of which shall be payable by each of the Noteholders to such parties out of distributions made to them interest accrued in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest RateClass VPN Loans; (bii) second, on a Pro Rata and Pari Passu Sequential Basis based on the outstanding Principal Balances in or towards repayment of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to amount of the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;Class VPN Loans; and (ciii) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount in or towards satisfaction of any unreimbursed costs other amount then due and expenses paid payable by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;Borrower hereunder. (d) fourth, on On each Monthly Payment Date during a Pro Rata and Pari Passu Basis, any Prepayment PremiumNon-Sequential Amortization Period the Lender shall, to the extent paid by available, apply monies received from the Mortgage Borrower on a pro-rata basis in respect of each Class VPN Loan Borroweras follows: (i) first, shall be paid to each Noteholder in an amount up to its pro rata or towards payment of interest therein, based on the product accrued in respect of the applicable Percentage Interest multiplied by Class VPN Loans; (ii) second, in or towards repayment of principal amount of the applicable Relative SpreadClass VPN Loans; and (iii) third, in or towards satisfaction of any other amount then due and payable by the Borrower hereunder. (e) fifth, if any excess amount is available All payments required to be distributed in respect of made to the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount Lender hereunder shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating immediately available funds to the Mortgage Loan Lender's Account no later than 10:00 a.m. on the day such payments are due. (f) Notwithstanding the calculations described in Section 2.5(a), the Lender's accounts maintained in connection with the Class VPN Loans and this Agreement shall, in the Mortgaged Propertyabsence of manifest error, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance constitute irrebutable evidence of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all owing to the NotesLender hereunder.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):Mortgages Trust (a) firstThe Cash Manager shall procure that so far as it may be able in relation to all Mortgage Loans comprised in the Mortgage Portfolio, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on following amounts are paid into the Principal Balance for each Note at the applicable Net Interest Rate;Mortgages Trustee Transaction Account: (bi) secondall Monthly Payments, on a Pro Rata other interest received under and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage LoanLoans and any costs or other amounts received under the Mortgage Loans (including in any such case amounts recovered on enforcement of rights against any Borrower or guarantor of the Borrower, any Mortgaged Property or any of the Borrower's or guarantor's other property or assets); (ii) all final releases and all repayments or prepayments of principal under the Mortgage Loans; (iii) any amount received by or on behalf of the Mortgages Trustee pursuant to any Insurance Policy; and (iv) any other amounts whatsoever received by or on behalf of the Mortgages Trustee on or after the Initial Closing Date, (b) The Cash Manager shall procure that the following amounts are credited to the Mortgages Trustee GIC Account: (i) from time to time upon written or electronic receipt of instructions from the Administrator, all amounts standing to the credit of the Mortgages Trustee Transaction Account; and (ii) all interest earned on any of (A) the Mortgages Trustee Transaction Account, (B) the Mortgages Trustee GIC Account and (C) all investment proceeds from Authorised Investments purchased from amounts standing to the credit of either the Mortgages Trustee Transaction Account or the Mortgages Trustee GIC Account. Funding (c) The Cash Manager shall procure that the following amounts are paid into the Funding GIC Account: (i) all Funding Principal Receipts, PROVIDED HOWEVER that any amounts recorded as a credit on the Non-Flexible Overpayments Sub-Ledger shall remain in the Mortgages Trustee GIC Account (save as otherwise provided in this Agreement); (ii) all Funding Revenue Receipts; and (iii) any other amounts whatsoever received by or on behalf of Funding after the Initial Closing Date (excluding Funding Swap Collateral), and not otherwise applied the Cash Manager shall procure that all interest earned on the Funding GIC Account and the Funding Transaction Account and all investment proceeds from Authorised Investments purchased from amounts standing to the credit of such accounts are credited to the Funding GIC Account. (d) The Cash Manager shall procure that all interest earned on each Funding (Issuer) GIC Account and all investment proceeds from Authorised Investments purchased from amounts standing to the credit of such Funding (Issuer) GIC Account are credited to such account. (e) The Cash Manager shall procure that on each Payment Date the lesser of (1) the amount standing to the credit of the Funding GIC Account and (2) the aggregate of all amounts required to be paid by Funding to all Funding Issuers in accordance with the foregoing clauses (a)-(d)relevant Funding Priority of Payments, any remaining amount shall be paid pro rata is credited to each Noteholder the Funding Transaction Account in accordance with their respective initial Percentage Interests. All expenses the provisions of the Funding Deed of Charge. (f) The Cash Manager shall procure that all transfers and losses relating withdrawals of amounts standing to the Mortgage Loan credit of the Funding Bank Accounts and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, Funding Swap Collateral Accounts shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce made in accordance with the principal balance provisions of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts Funding Deed of interest and principal have otherwise been paid in full on all the NotesCharge.

Payments. All amounts tendered by the Mortgage Loan Borrower Make any payment of principal or interest or otherwise available for payment on account of any Indebtedness or with trade payable incurred prior to the Filing Date, provided that such payments may be made: (i) to the holders of, or in respect of, wage, salary, commission or other compensation and employee benefit obligations (including expense reimbursements) to or employees and independent contractors which arose prior to the Filing Date; (ii) to landlords in connection with the Mortgage Loan or assumption of unexpired leases under Section 365 of the Mortgaged Property or amounts realized as proceeds thereofBankruptcy Code in an aggregate amount acceptable to the Agent; (iii) to lessors and non-debtor parties to executory contracts in connection with the assumption of such leases and contracts under Section 365 of the Bankruptcy Code; (iv) in respect of workers' compensation benefits and liability and property insurance policies of the Borrowers in an aggregate amount acceptable to the Agent; (v) with respect to payroll taxes, whether received in the form of Periodic Paymentsgarnishment payments, the Balloon Paymentsales taxes, Liquidation Proceedsgift certificates, proceeds under any guarantycustomer refunds, letter of credit customer credits or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower trust fund disbursements in accordance with the terms past practice of the Mortgage Loan DocumentsBorrowers; (vi) to the holders of Permitted Liens which have priority over the Liens securing the Obligations, the proceeds of the assets subject to such Permitted Liens in connection with the sale, disposition, collection or other liquidation of such assets to the extent permitted by the REMIC Provisions), but excluding necessary to satisfy such Permitted Liens; (xvii) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect holders of such Note)Indebtedness, payments of principal, interest and fees with respect to the Mortgage Loan pursuant to Indebtedness of Sunterra Europe outstanding on the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder Filing Date in an amount equal acceptable to the accrued Agent; and unpaid interest on (viii) to homeowners, timeshare, condominium or property owners associations, fees, dues and other obligations for the Principal Balance for each Note at payment of money that become due prior to the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder Filing Date in an aggregate amount equal acceptable to the principal payments received, if any, with respect to Agent; in each case after prior written notice of such Payment Date with respect payment has been given by the Administrative Borrower to the Mortgage Loan, until such Principal Balance for each Note has been reduced Agent and subject to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product approval of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesBankruptcy Court.

Payments. All amounts tendered by (a) At the Mortgage Loan Borrower Closing, Buyer shall deposit, or otherwise available for payment on or with respect cause to or in connection be deposited: (i) with the Mortgage Loan or Paying Agent, an amount in cash equal to the Mortgaged Property or amounts realized as proceeds thereof, whether received in sum of (A) the form product of Periodic Payments, (1) the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter Per Share Amount and (2) the number of credit or other collateral or instrument securing shares of Capital Stock issued and outstanding at the Mortgage Loan or Insurance and Condemnation Proceeds Effective Time (other than proceedsthose shares of Capital Stock exchangeable for the GHLD Rollover Stock and the Cancelled Shares), awards or settlements that are required minus (B) the Distributed Cash Amount (other than the portion of the Distributed Cash Amount to be applied paid to the restoration or repair Option Holders which, for the avoidance of doubt, shall be paid as part of the Mortgaged Property or released Per Option Amount), by means of a wire transfer of immediately available funds to an account designated by the Paying Agent; (ii) with the Shareholder Representative, an amount in cash equal to the Mortgage Loan Borrower Reserve Amount, by means of a wire transfer of immediately available funds to an account or accounts designated by the Shareholder Representative; (iii) with the Escrow Agent, the Purchase Price Adjustment Holdback Amount to be held in accordance with an escrow account (the “Adjustment Escrow Account”) pursuant to the terms of the Mortgage Loan DocumentsEscrow Agreement, by means of a wire transfer of immediately available funds to an account or accounts designated in the extent permitted by Escrow Agreement; (iv) with the REMIC Provisions)Escrow Agent, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (Indemnity Holdback Amount to be held in the extent, in accordance with Indemnity Holdback Escrow Account pursuant to the terms of the Mortgage Loan DocumentsEscrow Agreement, by means of a wire transfer of immediately available funds to an account or accounts designated in the Escrow Agreement; (v) with the Escrow Agent, the RWI Holdback Amount to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable the RWI Holdback Escrow Account pursuant to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each terms of the Noteholders Escrow Agreement, by means of a wire transfer of immediately available funds to an account or accounts designated in the Escrow Agreement; (vi) with the Escrow Agent, the Retention Bonus Holdback Amount to be held in the Retention Bonus Holdback Escrow Account pursuant to the terms of the Escrow Agreement, by means of a wire transfer of immediately available funds to an account or accounts designated in the Escrow Agreement; (vii) with the Escrow Agent, the Special Indemnity Holdback Amount to be held in the Special Indemnity Holdback Escrow Account pursuant to the terms of the Escrow Agreement, by means of a wire transfer of immediately available funds to an account or accounts designated in the Escrow Agreement; and (viii) to the applicable obligees thereof, the Transaction Expenses in accordance with invoices of each such parties out obligee, in each case by wire transfer of distributions made immediately available funds to them the account or accounts designated by the Shareholder Representative in respect of such Note)writing at least three (3) Business Days prior to the Effective Time; provided, however, that (A) with respect to the Mortgage Loan any Transaction Expenses paid pursuant to the Servicing Agreement (such amounts contemplated by clauses (xthis Section 2.10(a)(viii) and ultimately payable to an Employee, Buyer shall pay such amount to the applicable Person (y), “Withheld Amounts”), net of withholding) through Buyer’s payroll system and (B) any Taxes withheld from any payment under clause (i) shall be distributed remitted by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal Buyer to the accrued applicable Governmental Entity in a proper and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;timely manner. (b) secondAt the Closing, on a Pro Rata and Pari Passu Basis based on Holdings shall deposit, or cause to be deposited with the outstanding Principal Balances of each NotePaying Agent, to each Noteholder in an amount in cash equal to the principal payments received, if any, with respect Distributed Cash Amount (minus the portion of the Distributed Cash Amount to such Payment Date with respect be paid to the Mortgage LoanOption Holders which, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount avoidance of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrowerdoubt, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product as part of the applicable Percentage Interest multiplied Per Option Amount), by means of a wire transfer of immediately available funds to an account designated by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesPaying Agent.

Payments. All amounts tendered So long as the Purchase Contract Agent is the registered owner of the Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, it shall receive all payments thereon. If the Pledged Notes are reregistered, such that the Collateral Agent becomes the registered holder, all payments of the principal of, or interest on, the Pledged Notes and all payments of the principal of, or cash distributions on, any Pledged Treasury Consideration, Pledged Treasury Securities or any Pledged Applicable Ownership Interest in the Treasury Portfolio, that are received by the Mortgage Loan Borrower Collateral Agent and that are properly payable hereunder, shall be paid by the Collateral Agent by wire transfer in same day funds: (i) in the case of (A) quarterly cash distributions on Normal Units which include Pledged Notes, Pledged Treasury Consideration or otherwise available for payment on or any Pledged Applicable Ownership Interest in the Treasury Portfolio, any interest payments with respect to or in connection with the Mortgage Loan Pledged Notes or the Mortgaged Property or amounts realized appropriate Pledged Applicable Ownership Interest (as proceeds thereofspecified in clause (B) of the definition of “Applicable Ownership Interest”) of the Treasury Portfolio, whether received as the case may be, and (B) any payments of principal or, if applicable, the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the form Treasury Portfolio with respect to any Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to Section 4.3 hereof, to the Purchase Contract Agent, for the benefit of Periodic Paymentsthe relevant Holders of the Normal Units, to the Balloon Paymentaccount designated by the Purchase Contract Agent for such purpose, Liquidation Proceedsno later than 10:00 a.m., proceeds under New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day); (ii) in the case of any guarantypayments with respect to any Treasury Securities that have been released from the Pledge pursuant to Section 4.3 hereof, letter to the Holders of credit the Stripped Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or other collateral after 10:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day); and (iii) in the case of payments in respect of any Pledged Notes, Pledged Treasury Consideration, Pledged Treasury Securities or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds appropriate Pledged Applicable Ownership Interest (other than proceedsas specified in clause (A) of the definition of such term) in the Treasury Portfolio, awards or settlements that are required as the case may be, to be applied paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the restoration or repair of Company on the Mortgaged Property or released to the Mortgage Loan Borrower Stock Purchase Date in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are procedure set forth in the Servicing Agreement): (aSection 4.5(a) firstor 4.5(b) hereof, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product full satisfaction of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect respective obligations of the Mortgage Loan, and not otherwise applied in accordance with Holders under the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesrelated Purchase Contracts.

Payments. All amounts tendered (i) Make any payment (including any interest payment, other than paid-in-king interest), prepayment or repayment on, redemption, exchange or acquisition for value of, any sinking fund or similar payment with respect to, any Subordinated Indebtedness, except as permitted by the Mortgage Loan Borrower or otherwise available for payment on or subordination provisions in the applicable Subordinated Debt Documents and any subordination agreement with respect to or thereto in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair favor of the Mortgaged Property Administrative Agent and the Lenders. (ii) Make any payment or released prepayment of principal of, premium, if any, or redemption, purchase, retirement, defeasance, sinking fund, settlement, conversion or similar payment with respect any Permitted Convertible Indebtedness not expressly required pursuant to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documentsagreements governing such Permitted Convertible Indebtedness, to the extent permitted by the REMIC Provisions)except for: (A) repurchases, but excluding (x) all amounts redemptions, exchanges or other acquisitions of Permitted Convertible Indebtedness for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Capital Stock of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account Borrower that is not Disqualified Stock, together with cash in lieu of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the fractional shares and/or cash for accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rateinterest; (bB) second, on the settlement of expressly required conversion or expressly required payment obligations of Permitted Convertible Indebtedness for cash (or a Pro Rata combination of cash and Pari Passu Basis based on common stock) so long as the outstanding Principal Balances aggregate amount of each Note, to each Noteholder in an amount equal to the principal payments received, if any, cash payable upon conversion or payment of any Permitted Convertible Indebtedness (excluding any required payment of interest with respect to such Payment Date with respect Permitted Convertible Indebtedness and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) does not exceed the aggregate principal amount thereof (it being agreed that this clause (B) shall not permit any required payments following the Borrower’s election to the Mortgage Loanredeem, until such Principal Balance for each Note has been reduced to zero; (c) thirdor force conversion of, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadPermitted Convertible Indebtedness); and (eC) fifthrepurchases, if any excess amount is available redemptions, exchanges or other acquisitions of Permitted Convertible Indebtedness for (x) cash exclusively using proceeds of a substantially concurrent refinancing or replacement of such Permitted Convertible Indebtedness permitted pursuant to be distributed in respect Section 7.2(q), and/or (y) Capital Stock of the Mortgage Loan, Borrower that is not Disqualified Stock and not otherwise applied in accordance with the foregoing clauses (a)-(dcash exclusively using proceeds of a substantially concurrent refinancing or replacement of such Permitted Convertible Indebtedness permitted pursuant to Section 7.2(q), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All The entire unpaid principal amount (such amount to be equal to the amount actually paid by Holder to Borrower during the two (2) year period commencing on the date of this Debenture, it being acknowledged that $100,000 shall be paid by Holder to Borrower on the date of this Debenture, and that any such additional amounts tendered (up to a maximum of $617,500) may be paid by Holder to Borrower in its discretion during the two (2) year period commencing on the date of this Debenture) due under this Debenture (the “Principal”) shall be due and payable on the Maturity Date. Interest on this Debenture (the “Interest”) will be payable annually. Interest shall be payable in cash or, at the Company’s option, in shares of the Company’s common stock, par value $0.001 per share (the "Common Stock"). Upon any conversion in part by the Mortgage Loan Holder in accordance with Article II, the Holder and the Borrower or otherwise available for shall in good faith recalculate the outstanding principal balance. Upon any full conversion by the Holder in accordance with Article II of all of the Interest and the Principal due hereunder, all of the Borrower's payment on or with obligations shall terminate. All payments in respect of the indebtedness evidenced hereby shall be applied in the following order: to accrued Interest, Principal, and charges and expenses owing under or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received this Debenture. If any payment of interest is paid in the form of Periodic PaymentsCommon Stock, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter number of credit or other collateral or instrument securing shares issuable will be determined utilizing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held conversion ratio as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in Article II. Notwithstanding the Servicing Agreement): foregoing, the Company’s right to pay this Debenture, including any Interest due thereunder, in shares of Common Stock upon the Maturity Date, is subject to the condition that: (i) the Common Stock is trading on the OTC Markets, OTC Bulletin Board, New York Stock Exchange, NYSE MKT or Nasdaq; and (ii) (a) first, on a Pro Rata and Pari Passu Basis, there is an effective Registration Statement covering the shares to each Noteholder in an amount equal be issued by the Company to the accrued and unpaid Holder in satisfaction of any such interest or principal amount to be paid on the Principal Balance for each Note at the applicable Net Interest Rate; Maturity Date, or (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, shares to each Noteholder in an amount equal be issued by the Company to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount Holder in satisfaction of any unreimbursed costs and expenses such interest or principal amount to be paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan are otherwise eligible for resale pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesRule 144.

Payments. (a) All amounts tendered by Obligations shall be payable to the Mortgage Loan Lender Payment Account as provided in Section 6.3 or such other place as Lender may designate from time to time. Lender shall apply payments received or collected from Borrower or otherwise available for payment on the account of Borrower (including the monetary proceeds of collections or with of realization upon any Collateral) as follows: FIRST, to pay any fees, indemnities or expense reimbursements then due to Lender from Borrower; second, to pay interest due in respect of any Loans; THIRD, to pay principal due in respect of the Loans; FOURTH, to pay or prepay any other Obligations whether or not then due, in connection with the Mortgage Loan or the Mortgaged Property or amounts realized such order and manner as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied Lender determines. Notwithstanding anything to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower contrary contained in accordance with the terms of the Mortgage Loan Documentsthis Agreement, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Borrower uses any proceeds of the Mortgage Loan Documents) Loans or Letter of Credit Accommodations to be held as reserves acquire rights in or escrows the use of any Collateral or received as reimbursements on account to repay any Indebtedness used to acquire rights in or the use of recoveries any Collateral, payments in respect of Advances then due and payable or reimbursable the obligations shall be deemed applied first to the Servicer under Obligations arising from Loans and Letter of Credit Accommodations that were not used for such purposes and second to the Servicing Agreement Obligations arising from Loans and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all Letter of Credit Accommodations the proceeds of which shall be payable by each were used to acquire rights in or the use of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer any Collateral in the following chronological order of priority without duplication (and payments shall be made at in which Borrower acquired such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;rights or use. (b) secondAt Lender's option, on a Pro Rata all principal, interest, fees, costs, expenses and Pari Passu Basis based other charges provided for in this Agreement or the other Financing Agreements may be charged directly to the loan account(s) of Borrower. Borrower shall make all payments to Lender on the outstanding Principal Balances Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of each Noteany kind. If after receipt of any payment of, to each Noteholder in an amount equal or proceeds of Collateral applied to the principal payments receivedpayment of, any of the Obligations, Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if anysuch payment or proceeds had not been received by Lender. Borrower shall be liable to pay to Lender, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance and does hereby indemnify and hold Lender harmless for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs payments or proceeds surrendered or returned (and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, Lender shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(dnotify Borrower thereof), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.This

Payments. All amounts tendered by Obligations shall be payable to the Mortgage Loan Agent Payment Account as provided in Section 6.3 or such other place as Agent may designate from time to time. Subject to the other terms and conditions contained herein, Agent shall apply payments received or collected from any Borrower or otherwise available Guarantor or for payment on the account of any Borrower or with respect to Guarantor (including the monetary proceeds of collections or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized of realization upon any Collateral) as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documentsfollows: first, to the extent permitted by the REMIC Provisions)pay any fees, but excluding (x) all amounts for required reserves indemnities or escrows required by the Mortgage Loan Documents (expense reimbursements then due to the extentAgent and Issuing Bank from any Borrower or Guarantor; second, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves pay any fees, indemnities or escrows expense reimbursements then due to Lenders from any Borrowers or received as reimbursements on account of recoveries Guarantors; third, to pay interest due in respect of Advances then due any Loans (and payable including any Special Agent Advances) or reimbursable Letter of Credit Obligations; fourth, to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable pay or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them prepay principal in respect of such Note)Special Agent Advances; fifth, with to pay or prepay principal in respect of the Revolving Loans and to the Mortgage Loan pay or prepay Obligations then due arising under or pursuant to the Servicing Agreement any Hedge Agreements of a Borrower or Guarantor with a Bank Product Provider (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order case of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstObligations under or pursuant to any Hedge Agreements, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by then effective Reserve established in respect of such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourthObligations), on a Pro Rata pro rata basis; sixth, to pay or prepay any other Obligations whether or not then due, in such order and Pari Passu Basismanner as Agent determines or to be held as cash collateral in connection with any Letter of Credit Obligations (and in the case of such cash collateral as to any Letter of Credit Obligations in the amount equal to one hundred five (105%) percent of the amount thereof plus the amount of any fees and expenses payable in connection therewith through the end of the latest expiration date of the then outstanding Letters of Credit) or other contingent Obligations (but not including for this purpose any Obligations arising under or pursuant to any Bank Products); and seventh, to pay or prepay any Prepayment Premium, Obligations arising under or pursuant to any Bank Products (other than to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its provided for above) on a pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesbasis.

Payments. All amounts tendered by (a) Prior to the Mortgage Loan Borrower or otherwise available for payment on or Closing Date, the Securityholders’ Representative shall provide Parent with (i) payoff letters and forms of Lien releases with respect to or in connection with all Indebtedness of the Mortgage Loan or Company and its Subsidiaries set forth on Section 2.07(a) of the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds Disclosure Schedule (other than proceedsany Indebtedness of the Company owed to any of its Subsidiaries or of any of its Subsidiaries owed to the Company or another Subsidiary of the Company) and (ii) a schedule setting forth all Seller Expenses accrued but unpaid as of the Closing Date and an estimate of all Seller Expenses that will accrue after such Business Day (the “Seller Expenses Schedule”). At the Effective Time, awards Parent shall pay or settlements that are required cause to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding paid (x) to the holders of such Indebtedness the outstanding principal amount, together with all amounts for required reserves accrued and unpaid interest through the Closing Date and prepayment or escrows required other penalties or premiums, if any, owed with respect to the Indebtedness of the Company and its Subsidiaries set forth on Section 2.07(a) of the Disclosure Schedule (other than any Indebtedness of the Company owed to any of its Subsidiaries or of any of its Subsidiaries owed to the Company or another Subsidiary of the Company), in each case in the amount set forth in the payoff letters provided by the Mortgage Loan Documents (to the extentSecurityholders’ Representative, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all the Seller Expenses in the amounts that are then dueand to the Persons entitled to such Seller Expenses as set forth on the Seller Expenses Schedule or, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each on the instructions of the Noteholders to such parties out of distributions made to them in respect of such Note)Securityholders’ Representative, with respect to the Mortgage Loan Securityholders’ Representative (the amount equal to the sum of the Indebtedness and Seller Expenses paid pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y)) above is, collectively, the “Withheld AmountsPayoff Amount”). Each of the foregoing payments by Parent are, shall and for all purposes will be distributed by considered, payments on behalf of the Master Servicer Company and in respect of obligations and liabilities of the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate;Company. (b) secondAt the Effective Time, on a Pro Rata and Pari Passu Basis based on Parent shall deposit, or cause to be deposited (i) with the outstanding Principal Balances of each NotePaying Agent, to each Noteholder in an amount in cash equal to the principal payments receivedClosing Cash Payment, if any(ii) with the Escrow Agent, with respect to such Payment Date with respect an amount in cash equal to the Mortgage LoanEscrow Amount to be held in an escrow account pursuant to the terms of the Escrow Agreement and (iii) in an account identified by and for the benefit of the Securityholders’ Representative (the “Securityholders’ Representative Account”), an aggregate amount of $1,300,000 in cash (the “Securityholders’ Representative Reserve”) to be used by the Securityholders’ Representative solely to pay any Downward Adjustment Amount and any Downward Cash Adjustment Amount and, after all payments made as a result of the determination of (i) the Final Working Capital pursuant to Section 2.09(f) and (ii) the Final Closing Cash Amount pursuant to Section 2.09(g), pay for or reimburse any costs or expenses incurred by the Securityholders’ Representative in performing its duties pursuant to this Agreement and/or the Escrow Agreement. The Securityholders’ Representative Reserve shall be held in the Securityholders’ Representative Account and used in accordance with this Agreement until the date on which the Securityholders’ Representative determines, in its sole discretion, to release and distribute the amount of the then-remaining Securityholders’ Representative Reserve (such Principal Balance for each Note has been reduced amount, the “Unused Securityholders’ Representative Reserve”) pursuant to zero;Section 2.07(b). (c) thirdOther than as set forth in Section 2.13, the obligation of Parent or any of its Affiliates to make any payments to any Securityholder or the Securityholders' Representative under Article II of this Agreement shall not be subject to any right of set-off or deduction (including on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount account of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement counterclaim or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu BasisCompany's, any Prepayment PremiumSecurityholders' or the Securityholders' Representative's breach, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loanbankruptcy or otherwise), and not otherwise applied in accordance with the foregoing clauses (a)-(d), Parent hereby irrevocably waives any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notessuch rights.