Common use of Other Payments Clause in Contracts

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Date.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.2 (Purchase Price), 4.5 (Purchase Price) and 5.2 (Trust in favour of Seller) of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 79; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Date.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolioparty; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and but not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, party and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2clauses 4.6, 4.5 4.7 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee without breach of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each Subject to the provisions of Section 10 hereof, in the event of the Beneficiaries and Employee’s Termination upon a Change of Control, the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any dateCompany shall: (a) pay to the Employee within fifteen (15) days after the Termination date: (i) unless the Employee has exercised such options, an amount equal to the excess, if any, of the aggregate fair market value of the shares of BMBC’s Common Stock subject to all stock options outstanding and unexercised as of the Termination Date, whether vested or unvested, granted to the Employee under the Stock Plan, over the aggregate exercise price of all such stock options. For purposes of this paragraph, fair market value shall mean the highest of (x) the closing price of BMBC’s Common Stock on the last business day the Common Stock was traded immediately preceding the Termination Date, if such Common Stock is publicly traded at such date, (y) if such Common Stock is not publicly traded at the Termination date, the value determined by an independent appraiser, such appraiser to be selected by the Employee and to be reasonably satisfactory to the Company (the fees and expenses of such appraiser to be borne by the Company), or (z) the highest per share price of BMBC’s Common Stock paid (in connection with the Change of Control or at any amount time thereafter) by the Person or group whose acquisition of shares of Common Stock of BMBC has been received from a Borrower for the express purpose of payment being made given rise to a third party for Change of Control; (ii) to the provision extent not theretofore paid, the Employee’s Base Salary through the Termination Date and a further amount equal to the Employee’s salary in lieu of a service his/her unused vacation pay, if any, both calculated at the salary rate in effect on the Termination Date, or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Termination Date; (iii) to the extent not theretofore paid, an amount equal to all awards earned by the Employee under the AIP in respect of completed plan periods prior to the Termination Date (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of all amounts the payment of an insurance premium, where which was previously deferred under such third party plans and interest thereon from the Cash Manager have agreed that payment date of commission should be made by deduction from each such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission deferral to the Cash Manager and date of payment at the maximum rate provided by such plans or any gain or increase in value obtained on investments in such plans), in each case without regard to any provisions set forth in such plans to the contrary. In the event that the Company’s financial statements for any fiscal years, included in such plan periods, have not yet been completed at the Termination Date, the Company’s shall pay any premiums to the Employee the amounts due hereunder as soon as possible thereafter; (iv) payment in respect of any Insurance Policy or other insurance policy relating the AIP for the uncompleted fiscal year during which Termination of Employment occurs determined by multiplying the amount determined in Section 3(a)(ii) by a fraction, the numerator of which shall be the number of days between the Termination Date and the last day of the last full fiscal year prior to any Mortgage Loan comprised in the Mortgage Portfolio;Termination Date and the denominator of which shall be Three Hundred Sixty Five (365); and (b) to pay the extent permitted by applicable law, continue or cause to any person be continued until thirty-six (including 36) whole months after the Cash Manager) any amounts due arising from any unintentional overpayment (Termination Date, on the cost-sharing basis in effect immediately prior to the Change of Control, medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by the Company to the Employee immediately prior to the Change of Control; provided, however, that the obligation of the Company to provide such benefits shall cease at such time as the Employee is employed on a full-time basis by a Person not an Overpayment) owned or controlled by any person or arising from any reimbursement the Employee that provides the Employee, on substantially the same cost-sharing basis between the Company and the Employee in effect immediately prior to the Change of Control, with medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by any person the Company and its Subsidiaries to the Employee immediately prior to the Change of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit)Control; (c) for both vesting and benefit calculation purposes, credit the Employee with three (3) additional “year of credited service” (as defined in BMBC’s Pension Plan) under BMBC’s Pension Plan and Supplemental Employee Retirement Plan in addition to pay when due (but subject the years of credited service that would have otherwise been calculated by reference solely to any right to refuse or withhold payment or of set-off the Termination Date, it being understood that has arisen by reason benefits in respect of the Borrower's breach three (3) additional year of credited service shall be paid to the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower Employee under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a partySupplemental Employee Retirement Plan, and to pay when due any amount payable by the Mortgages Trustee that BMBC shall, to the Seller pursuant extent necessary to Clauses 3.2provide the Employee the additional benefits intended hereby, 4.5 and 5.2 of amend the Mortgage Sale Agreement;Supplemental Employee Retirement Plan or create such supplemental retirement plans as may be necessary; and (d) pay for reasonable career counseling services provided by Manchester Partners International or any such equivalent agency satisfactory to pay to both the Seller any amounts (including, for Company and the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateEmployee.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each Subject to the provisions of Section 10 hereof, in the event of the Beneficiaries and Employee’s Termination upon a Change of Control, the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any dateCompany shall: (a) pay to the Employee within fifteen (15) days after the Termination Date: (i) unless the Employee has exercised such options, an amount equal to the excess, if any, of the aggregate fair market value of the shares of BMBC’s Common Stock subject to all stock options outstanding and unexercised as of the Termination Date, whether vested or unvested, granted to the Employee under the Stock Plan, over the aggregate exercise price of all such stock options. For purposes of this paragraph, fair market value shall mean the highest of (x) the closing price of BMBC’s Common Stock on the last business day the Common Stock was traded immediately preceding the Termination Date, if such Common Stock is publicly traded at such date, (y) if such Common Stock is not publicly traded at the Termination Date, the value determined by an independent appraiser, such appraiser to be selected by the Employee and to be reasonably satisfactory to the Company (the fees and expenses of such appraiser to be borne by the Company), or (z) the highest per share price of BMBC’s Common Stock paid (in connection with the Change of Control or at any amount time thereafter) by the Person or group whose acquisition of shares of Common Stock of BMBC has been received from a Borrower for the express purpose of payment being made given rise to a third party for the provision Change of a service Control; (including giving insurance coverii) to any the extent not theretofore paid, the Employee’s Base Salary through the Termination Date and a further amount equal to the Employee’s salary in lieu of that Borrower or his/her unused vacation pay, if any, both calculated at the Seller or salary rate in effect on the Mortgages TrusteeTermination Date, to pay such amount when due to such third party or, if higher, at the highest rate in effect at any time within the case 90-day period preceding the Termination Date; (iii) to the extent not theretofore paid, an amount equal to all awards earned by the Employee under the AIP in respect of complete plan periods prior to the Termination Date (excluding all amounts the payment of an insurance premiumwhich was previously deferred under such plans which shall be payable in accordance with their terms). In the event that the Company’s financial statements for any fiscal years, where included in such third party and plan periods, have not yet been completed at the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premiumTermination Date, to the Company shall pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums Employee the amounts due hereunder as soon as possible thereafter; (iv) payment in respect of any Insurance Policy or other insurance policy relating the AIP for the uncompleted fiscal year during which Separation from Service occurs determined by multiplying the amount determined in Section 4(a)(iii) by a fraction, the numerator of which shall be the number of days between the Termination Date and the last day of the last full fiscal year prior to any Mortgage Loan comprised in the Mortgage Portfolio;Termination Date and the denominator of which shall be Three Hundred Sixty Five (365); and (b) to pay the extent permitted by applicable law, continue or cause to any person be continued until thirty-six (including 36) whole months after the Cash Manager) any Termination Date, on the cost-sharing basis in effect immediately prior to the Change of Control, medical, dental, life and disability insurance benefits substantially equivalent in all material respects to and payable in the same amounts due arising from any unintentional overpayment (and according to the same schedule as those furnished by the Company to the Employee immediately prior to the Change of Control; provided, however, that the obligation of the Company to provide such benefits shall cease at such time as the Employee is employed on a full-time basis by a Person not an Overpayment) owned or controlled by any person or arising from any reimbursement the Employee that provides the Employee, on substantially the same cost-sharing basis between the Company and the Employee in effect immediately prior to the Change of Control, with medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by any person the Company and its Subsidiaries to the Employee immediately prior to the Change of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit)Control; (c) pay for reasonable career counseling services provided by ▇▇▇▇▇▇▇▇ Associates, LLC or any such equivalent agency satisfactory to pay when due (but subject both the Company and the Employee payable in the same amounts and on the same schedule as in effect, immediately prior to any right to refuse or withhold payment or the Change of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a partyControl, and to pay when due any amount payable by for no more than thirty six (36) whole months after the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement;Termination Date. (d) Payments or reimbursements pursuant to pay subsection (b) and (d) of this Section 4 shall be subject to the Seller any amounts following conditions: (including, for the avoidance of doubt, any Early Repayment Chargesi) received and held by the Mortgages Trustee Payments shall be made on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreementa calendar year basis; (eii) Amounts payable with respect to pay when due and a calendar year shall not affect amounts payable any amounts due and payable by the Mortgages Trustee with respect to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared fundsanother calendar year; and (giii) Payments with respect to refund to expenses incurred must be made no later than the Seller any amounts which represent amounts received from Borrowers but which do not form part end of the Mortgage Account or comprise unpaid interest as at calendar year following the relevant Closing Date and calendar year in which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datethey were incurred.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager Seller have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager Seller and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising ▇▇▇▇▇▇▇ from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.3, 4.5 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee without breach of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account Balance or comprise unpaid interest as at the relevant Closing Date of the issue of Notes by an Issuer and which are amounts owed by such Borrowers in respect of any period prior to the relevant that Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant that Closing Date.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) payments may be made directly from the GIC Account (or, as applicable, the Standby GIC Account), or amounts may be transferred from the GIC Account (or, as applicable, the Standby GIC Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) or from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre- Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; (vi) to pay to the relevant Seller any amounts owed to the Seller pursuant to Section 8.4 of the Mortgage Sale Agreement; and (gvii) to refund purchase Portfolio Assets for inclusion in the Covered Bond Portfolio pursuant to the Seller any amounts which represent amounts received from Borrowers but which do not form part terms of the Mortgage Account Sale Agreement, if necessary or comprise unpaid interest as at prudent to ensure that, taking into account the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior other resources available to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owesGuarantor, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateAsset Coverage Test is met.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2clauses 3.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each of the Beneficiaries and Subject to Section 4.4 hereof, the Cash Manager agrees, and the Mortgages Trustee Guarantor LP concurs, that (save as otherwise specified below) funds held by the Cash Manager for and on behalf of the Guarantor LP may be transferred from the GIC Account (or, as applicable, the Standby GIC Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) and/or from amounts held by the Cash Manager for and on any datebehalf of the Guarantor LP: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor LP, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor LP in accordance with the terms of the Guarantor LP Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor LP to third parties and incurred without breach by the Mortgages Trustee Guarantor LP of the Mortgages Trust Deed Guarantor LP Agreement and not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre-Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor LP as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts owed to the Seller any amounts which represent amounts received from Borrowers but which do not form part pursuant to Section 8.4 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each Subject to paragraph (f) of the Beneficiaries and Schedule 1, the Cash Manager agrees, and the Mortgages Trustee LLP concurs, that (save as otherwise specified below) amounts may be transferred from the relevant Ledgers on the GIC Account to the Payment Ledger on the GIC Account, and the following payments may be made from the Mortgages Trustee Payment Ledger on the GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee Payment Ledger on the GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller (in relation to Loans sold by the Seller) or the Mortgages TrusteeLLP, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) subject to Clause 5.2 of the Mortgage Sale Agreement, to pay to any person (including the Cash ManagerSeller) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Clauses 2.11 and 5.2 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) Fees, High Loan-to-Value Fees or other Third Party Amounts, which shall be paid on request to the Seller (to the extent actually received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale AgreementLLP); (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee LLP to third parties and incurred without breach by the Mortgages Trustee LLP of the Mortgages Trust Deed Transaction Documents and not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Priority of Payments or the Guarantee Priority of Payments including, without limitation payments to or from the Swap Payments Accounts or, as the case may be, the Swap Collateral Accounts; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee LLP as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part owed to the Seller pursuant to Clause 3 (Trust of Moneys) of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager Seller have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager Seller and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account Balance or comprise unpaid interest as at the relevant Closing Date of the issue of Notes by an Issuer and which are amounts owed by such Borrowers in respect of any period prior to the relevant that Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant that Closing Date.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage PortfolioCovered Bond Collateral; (bii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay to any person Person (including the Cash ManagerSeller) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person Person or arising from any reimbursement by any person Person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre-Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts which represent amounts received from Borrowers but which do not form part owed to the Seller(s) pursuant to Article 5 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. 7.1 Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account and/or the Standby Mortgages Trustee Bank Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account and/or the Standby Mortgages Trustee Bank Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolioparty; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and but not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, party and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.24.6, 4.5 4.7 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each Subject to the provisions of Section 10 hereof, in the event of the Beneficiaries and Employee’s Termination upon a Change of Control, the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any dateCompany shall: (a) pay to the Employee within fifteen (15) days after the Termination Date: (i) unless the Employee has exercised such options, an amount equal to the excess, if any, of the aggregate fair market value of the shares of BMBC’s Common Stock subject to all stock options outstanding and unexercised as of the Termination Date, whether vested or unvested, granted to the Employee under the Stock Plan, over the aggregate exercise price of all such stock options. For purposes of this paragraph, fair market value shall mean the highest of (x) the closing price of BMBC’s Common Stock on the last business day the Common Stock was traded immediately preceding the Termination Date, if such Common Stock is publicly traded at such date, (y) if such Common Stock is not publicly traded at the Termination Date, the value determined by an independent appraiser, such appraiser to be selected by the Employee and to be reasonably satisfactory to the Company (the fees and expenses of such appraiser to be borne by the Company), or (z) the highest per share price of BMBC’s Common Stock paid (in connection with the Change of Control or at any amount time thereafter) by the Person or group whose acquisition of shares of Common Stock of BMBC has been received from a Borrower for the express purpose of payment being made given rise to a third party for the provision Change of a service Control; (including giving insurance coverii) to any the extent not theretofore paid, the Employee’s Base Salary through the Termination Date and a further amount equal to the Employee’s salary in lieu of that Borrower or his/her unused vacation pay, if any, both calculated at the Seller or salary rate in effect on the Mortgages TrusteeTermination Date, to pay such amount when due to such third party or, if higher, at the highest rate in effect at any time within the case 90-day period preceding the Termination Date; (iii) to the extent not theretofore paid, an amount equal to all awards earned by the Employee under the AIP in respect of complete plan periods prior to the Termination Date (excluding all amounts the payment of an insurance premiumwhich was previously deferred under such plans which shall be payable in accordance with their terms). In the event that the Company’s financial statements for any fiscal years, where included in such third party and plan periods, have not yet been completed at the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premiumTermination Date, to the Company shall pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums Employee the amounts due hereunder as soon as possible thereafter; (iv) payment in respect of any Insurance Policy or other insurance policy relating the AIP for the uncompleted fiscal year during which Separation from Service occurs determined by multiplying the amount determined in Section 4(a)(iii) by a fraction, the numerator of which shall be the number of days between the Termination Date and the last day of the last full fiscal year prior to any Mortgage Loan comprised in the Mortgage Portfolio;Termination Date and the denominator of which shall be Three Hundred Sixty Five (365); and (b) to pay the extent permitted by applicable law, continue or cause to any person be continued until thirty-six (including 36) whole months after the Cash Manager) any Termination Date, on the cost-sharing basis in effect immediately prior to the Change of Control, medical, dental, life and disability insurance benefits substantially equivalent in all material respects to and payable in the same amounts due arising from any unintentional overpayment (and according to the same schedule as those furnished by the Company to the Employee immediately prior to the Change of Control; provided, however, that the obligation of the Company to provide such benefits shall cease at such time as the Employee is employed on a full-time basis by a Person not an Overpayment) owned or controlled by any person or arising from any reimbursement the Employee that provides the Employee, on substantially the same cost-sharing basis between the Company and the Employee in effect immediately prior to the Change of Control, with medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by any person the Company and its Subsidiaries to the Employee immediately prior to the Change of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit)Control; (c) pay for reasonable career counseling services provided by [_________] or any such equivalent agency satisfactory to pay when due (but subject both the Company and the Employee payable in the same amounts and on the same schedule as in effect, immediately prior to any right to refuse or withhold payment or the Change of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a partyControl, and to pay when due any amount payable by for no more than thirty six (36) whole months after the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement;Termination Date. (d) Payments or reimbursements pursuant to pay subsection (b) and (d) of this Section 4 shall be subject to the Seller any amounts following conditions: (including, for the avoidance of doubt, any Early Repayment Chargesi) received and held by the Mortgages Trustee Payments shall be made on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreementa calendar year basis; (eii) Amounts payable with respect to pay when due and a calendar year shall not affect amounts payable any amounts due and payable by the Mortgages Trustee with respect to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared fundsanother calendar year; and (giii) Payments with respect to refund to expenses incurred must be made no later than the Seller any amounts which represent amounts received from Borrowers but which do not form part end of the Mortgage Account or comprise unpaid interest as at calendar year following the relevant Closing Date and calendar year in which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datethey were incurred.

Other Payments. Each of the Beneficiaries and Subject to Section 4.4 hereof, the Cash Manager agrees, and the Mortgages Trustee Guarantor LP concurs, that (save as otherwise specified below) funds held by the Cash Manager for and on behalf of the Guarantor LP may be transferred from the GIC Account (or, as applicable, the Standby GIC Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) and/or from amounts held by the Cash Manager for and on any datebehalf of the Guarantor LP: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor LP, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor LP in accordance with the terms of the Guarantor LP Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off set‑off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor LP to third parties and incurred without breach by the Mortgages Trustee Guarantor LP of the Mortgages Trust Deed Guarantor LP Agreement and not provided for payment elsewhere in this paragraph 7the Pre‑Acceleration Revenue Priority of Payments or the Pre‑Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor LP as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts owed to the Seller any amounts which represent amounts received from Borrowers but which do not form part pursuant to Section 8.4 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (div) to (iv)to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account Balance or comprise unpaid interest as at the relevant Initial Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Relevant Closing Date.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2clauses 3.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (ba) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ca) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Date.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any At the Closing, the Buyer shall deposit, or cause to be deposited, with Citibank, N.A. (the “Escrow Agent”) an amount has been received from a Borrower for equal to $2,000,000 (the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee“Escrow Deposit”), to pay such amount when due to such third party or, be held in escrow in an account (the case “Escrow Account”) and disbursed by the Escrow Agent in accordance with the terms and provisions of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio;Escrow Agreement. (b) At the Closing, the Buyer shall pay, or cause to pay be paid, on behalf of the Acquired Companies, the amounts reflected in the payoff letters described in Section 2.13(a)(iv) to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for lenders named therein in the avoidance of doubt, where arising from the failure of a direct debit);manner set forth therein. (c) At the Closing, the Buyer shall pay, or cause to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason be paid, on behalf of the Borrower's breach of Acquired Companies, the terms of Transaction Expenses reflected in the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee Closing Schedule to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement;obligees thereof. (d) At the Closing, the Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, the aggregate amount of the Transaction Bonuses to the Acquired Companies and shall cause the Acquired Companies to pay on the Closing Date to each Transaction Bonus Recipient through the Acquired Companies’ payroll system the amount of the Transaction Bonus designated on the Closing Schedule for such Transaction Bonus Recipient net of any withholding required with respect thereto. Following the Closing Date, Buyer shall cause the applicable Acquired Companies to timely and properly deposit any withholding or payroll Taxes described above with the appropriate Governmental Entity in accordance with the regular payroll practices of such Acquired Companies. For all purposes under this Agreement, any Tax deduction available to the Seller Acquired Companies in connection with the Transaction Bonuses shall be deducted in a Pre-Closing Tax Period and the portion of any amounts (including, for Straddle Period ending on the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) end of the Mortgage Sale Agreement;Closing Date, to the extent permitted by Law. (e) At the Closing, the Buyer shall pay, or cause to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee be paid, on behalf of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from Stockholders, the rejection Stockholders’ Representative Amount by wire transfer of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund immediately available funds to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed accounts designated in writing by such Borrowers in respect of any period Stockholders’ Representative to Buyer prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Date.

Other Payments. Each of the Beneficiaries and Subject to Section 4.4 hereof, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) or from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre- Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts owed to the Seller any amounts which represent amounts received from Borrowers but which do not form part pursuant to Section 8.4 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Stand-By GDA Account) to the Transaction Account (or, as applicable, the Stand-By Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Stand-By Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage PortfolioCovered Bond Collateral; (bii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay to any person Person (including the Cash ManagerSeller) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person Person or arising from any reimbursement by any person Person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre- Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts which represent amounts received from Borrowers but which do not form part owed to the Seller(s) pursuant to Article 5 (Trust of Funds) of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2clauses 3.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 711; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2CLAUSES 3.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause CLAUSE 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) or from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising ▇▇▇▇▇▇▇ from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre- Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts owed to the Seller any amounts which represent amounts received from Borrowers but which do not form part pursuant to Section 8.4 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Stand-By GDA Account) to the Transaction Account (or, as applicable, the Stand-By Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Stand-By Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage PortfolioCovered Bond Collateral; (bii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay to any person Person (including the Cash ManagerSeller) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person Person or arising from any reimbursement by any person Person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 7.2 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre-Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts which represent amounts received from Borrowers but which do not form part owed to the Seller(s) pursuant to Article 5 (Trust of Funds) of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of MoniesTRUST OF MONIES) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Date.

Other Payments. Each Subject to Section 4.4 of the Beneficiaries and Cash Management Agreement, the Cash Manager agrees, and the Mortgages Trustee Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the GDA Account (or, as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction Account), and the following payments may be made from the Mortgages Trustee GIC Transaction Account (or, as applicable, the Standby Transaction Account) (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Transaction Account to become overdrawn) or from amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the relevant Seller (in relation to Loans sold by that Seller) or the Mortgages TrusteeGuarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy insurance policies obtained or other insurance policy held by the Guarantor in accordance with the terms of the Guarantor Agreement or relating to any Mortgage Loan comprised in the Mortgage Covered Bond Portfolio; (bii) subject to Section 5.1 of the Servicing Agreement, to pay to any person (including the Cash ManagerServicer) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) subject to Section 2.5 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's ’s breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (eiv) to pay when due and payable any amounts due and payable by the Mortgages Trustee Guarantor to third parties and incurred without breach by the Mortgages Trustee Guarantor of the Mortgages Trust Deed and Guarantor Agreement where payment is not provided for payment elsewhere in this paragraph 7the Pre-Acceleration Revenue Priority of Payments or the Pre- Acceleration Principal Priority of Payments; (fv) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee Guarantor as cleared funds; and (gvi) to refund pay to the relevant Seller any amounts owed to the Seller any amounts which represent amounts received from Borrowers but which do not form part pursuant to Section 8.4 of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateSale Agreement.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (a) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (b) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (c) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.2clauses 3.3, 4.5 4.4 and 5.2 of the Mortgage Sale Agreement; (d) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account balance or comprise unpaid interest as at the relevant Closing Date date and which are amounts owed by such Borrowers in respect of any the period prior to the relevant Closing Date date on which the Mortgage Loan (together with its Related Security) relating to such Mortgage Account was transferred to the Mortgages Trustee as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing Datesuch transfer.

Other Payments. Each Subject to the provisions of Section 10 hereof, in the -------------- event of the Beneficiaries and Employee's Termination upon a Change of Control, the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any dateCompany shall: (a) pay to the Employee within fifteen (15) days after the Termination date: (i) unless the Employee has exercised such options, an amount equal to the excess, if any, of the aggregate fair market value of the shares of BMBC's Common Stock subject to all stock options outstanding and unexercised as of the Termination Date, whether vested or unvested, granted to the Employee under the Stock Plan, over the aggregate exercise price of all such stock options. For purposes of this paragraph, fair market value shall mean the highest of (x) the closing price of BMBC's Common Stock on the last business day the Common Stock was traded immediately preceding the Termination Date, if such Common Stock is publicly traded at such date, (y) if such Common Stock is not publicly traded at the Termination date, the value determined by an independent appraiser, such appraiser to be selected by the Employee and to be reasonably satisfactory to the Company (the fees and expenses of such appraiser to be borne by the Company), or (z) the highest per share price of BMBC's Common Stock paid (in connection with the Change of Control or at any amount time thereafter) by the Person or group whose acquisition of shares of Common Stock of BMBC has been received from a Borrower for the express purpose of payment being made given rise to a third party for Change of Control; (ii) to the provision extent not theretofore paid, the Employee's Base Salary through the Termination Date and a further amount equal to the Employee's salary in lieu of a service his/her unused vacation pay, if any, both calculated at the salary rate in effect on the Termination Date, or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Termination Date; (iii) to the extent not theretofore paid, an amount equal to all awards earned by the Employee under the AIP in respect of completed plan periods prior to the Termination Date (including giving insurance cover) to any of that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of all amounts the payment of an insurance premium, where which was previously deferred under such third party plans and interest thereon from the Cash Manager have agreed that payment date of commission should be made by deduction from each such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission deferral to the Cash Manager and date of payment at the maximum rate provided by such plans or any gain or increase in value obtained on investments in such plans), in each case without regard to any provisions set forth in such plans to the contrary. In the event that the Company's financial statements for any fiscal years, included in such plan periods, have not yet been completed at the Termination Date, the Company's shall pay any premiums to the Employee the amounts due hereunder as soon as possible thereafter; (iv) payment in respect of any Insurance Policy or other insurance policy relating the AIP for the uncompleted fiscal year during which Termination of Employment occurs determined by multiplying the amount determined in Section 3(a)(ii) by a fraction, the numerator of which shall be the number of days between the Termination Date and the last day of the last full fiscal year prior to any Mortgage Loan comprised in the Mortgage Portfolio;Termination Date and the denominator of which shall be Three Hundred Sixty Five (365); and (b) to pay the extent permitted by applicable law, continue or cause to any person be continued until thirty-six (including 36) whole months after the Cash Manager) any amounts due arising from any unintentional overpayment (Termination Date, on the cost-sharing basis in effect immediately prior to the Change of Control, medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by the Company to the Employee immediately prior to the Change of Control; provided, however, that the -------- ------- obligation of the Company to provide such benefits shall cease at such time as the Employee is employed on a full-time basis by a Person not an Overpayment) owned or controlled by any person or arising from any reimbursement the Employee that provides the Employee, on substantially the same cost-sharing basis between the Company and the Employee in effect immediately prior to the Change of Control, with medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by any person the Company and its Subsidiaries to the Employee immediately prior to the Change of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit)Control; (c) for both vesting and benefit calculation purposes, credit the Employee with three (3) additional "year of credited service" (as defined in BMBC's Pension Plan) under BMBC's Pension Plan and Supplemental Employee Retirement Plan in addition to pay when due (but subject the years of credited service that would have otherwise been calculated by reference solely to any right to refuse or withhold payment or of set-off the Termination Date, it being understood that has arisen by reason benefits in respect of the Borrower's breach three (3) additional year of credited service shall be paid to the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower Employee under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a partySupplemental Employee Retirement Plan, and to pay when due any amount payable by the Mortgages Trustee that BMBC shall, to the Seller pursuant extent necessary to Clauses 3.2provide the Employee the additional benefits intended hereby, 4.5 and 5.2 of amend the Mortgage Sale Agreement;Supplemental Employee Retirement Plan or create such supplemental retirement plans as may be necessary; and (d) pay for reasonable career counseling services provided by Manchester Partners International or any such equivalent agency satisfactory to pay to both the Seller any amounts (including, for Company and the avoidance of doubt, any Early Repayment Charges) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (e) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 7; (f) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (g) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account or comprise unpaid interest as at the relevant Closing Date and which are amounts owed by such Borrowers in respect of any period prior to the relevant Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant Closing DateEmployee.

Other Payments. Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages Trustee concurs, that (save as otherwise specified below) the following payments may be made from the Mortgages Trustee GIC Account (to the extent that withdrawal of those amounts would not cause the balance of the Mortgages Trustee GIC Account to become overdrawn) on any date: (ai) if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision of a service (including giving insurance cover) to any of either that Borrower or the Seller or the Mortgages Trustee, to pay such amount when due to such third party or, in the case of the payment of an insurance premium, where such third party and the Cash Manager Seller have agreed that payment of commission should be made by deduction from such insurance premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager Seller and to pay any premiums in respect of any Insurance Policy or other insurance policy relating to any Mortgage Loan comprised in the Mortgage Portfolio; (bii) to pay to any person (including the Cash Manager) any amounts due arising from any unintentional overpayment (and not an Overpayment) by any person or arising from any reimbursement by any person of any such overpayment (including, for the avoidance of doubt, where arising from the failure of a direct debit); (ciii) to pay when due (but subject to any right to refuse or withhold payment or of set-off that has arisen by reason of the Borrower's breach of the terms of the relevant Mortgage or Mortgage Loan) any amount payable to a Borrower under the terms of the Mortgage or the Mortgage Loan to which that Borrower is a party, and to pay when due any amount payable by the Mortgages Trustee to the Seller pursuant to Clauses 3.23.3, 4.5 and 5.2 of the Mortgage Sale Agreement; (div) to pay to the Seller any amounts (including, for the avoidance of doubt, any Early Repayment ChargesFees) received and held by the Mortgages Trustee on trust for the Seller pursuant to Clause 5 (Trust of Monies) of the Mortgage Sale Agreement; (ev) to pay when due and payable any amounts due and payable by the Mortgages Trustee to third parties and incurred without breach by the Mortgages Trustee without breach of the Mortgages Trust Deed and not provided for payment elsewhere in this paragraph 78; (fvi) to refund any amounts due arising from the rejection of any payments in respect of a Mortgage Loan and any other amounts which have not been received by the Mortgages Trustee as cleared funds; and (gvii) to refund to the Seller any amounts which represent amounts received from Borrowers but which do not form part of the Mortgage Account Balance or comprise unpaid interest as at the relevant Closing Date of the issue of Notes by an Issuer and which are amounts owed by such Borrowers in respect of any period prior to the relevant that Closing Date as and when identified by the Cash Manager and if a Borrower fails to pay the full amount that it owes, the Cash Manager shall be obliged to refund to the Seller only such portion of the amount which relates to any period prior to the relevant that Closing Date.