Common use of Payments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Payments. All amounts tendered (a) Unless otherwise agreed in writing, ▇▇▇▇▇▇ ▇▇▇ shall pay the Subservicing Fees to Subservicer within thirty five (35) days following receipt of an invoice therefor, accompanied by a report detailing the calculation of the Subservicing Fees, in a form mutually agreed to by the Mortgage Loan Borrower or otherwise available for payment Parties, on or with respect before the seventh (7th) Business Day of each month, for the current calendar month for which such fees are being earned, and Subservicer shall not have any right of offset or netting regarding such amounts. (b) Subservicer may retain or withdraw from the Custodial Accounts or Escrow Accounts, as applicable, Float Benefit and Ancillary Fees as permitted for a servicer pursuant to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofApplicable Requirements, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant Float Benefit related to the Servicing Agreement (such amounts contemplated by clauses (x) and (y)Escrow Account, “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, subject to Subservicer’s obligation to pay interest on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal escrowed funds to the accrued and unpaid extent interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect thereto is required to such Payment Date with respect to be paid under the Applicable Requirements for the benefit of Borrowers under the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;Loans. (c) thirdAt Fannie Mae’s discretion, either (i) ▇▇▇▇▇▇ ▇▇▇ will withdraw the Servicing Fees from the Custodian Account via ACH or (ii) Subservicer shall withdraw the Servicing Fees from the Custodial Account and remit them to ▇▇▇▇▇▇ ▇▇▇ by wire transfer of immediately available funds. Subservicer shall deliver a report detailing the calculation of the Servicing Fees, on a Pro Rata or before the seventh (7th) Business Day of each month, for the preceding calendar month, and Pari Passu BasisSubservicer shall not have any right of offset or netting regarding such amounts. (d) Unless otherwise agreed in writing, to each Noteholder up to the amount of any unreimbursed costs ▇▇▇▇▇▇ ▇▇▇ shall pay certain expenses and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or other amounts advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Subservicer which are subject to the Mortgage Loan reimbursement pursuant to this Agreement or within thirty five (35) days following receipt of an invoice therefor, accompanied by a report detailing the Servicing Agreement; (d) fourthamounts due, in a form mutually agreed to by the Parties, on a Pro Rata and Pari Passu Basisor before the seventh (7th) Business Day of each month, any Prepayment Premium, to for the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loanpreceding calendar month, and Subservicer shall not otherwise applied in accordance with the foregoing clauses (a)-(d), have any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses right of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesoffset or netting regarding such amounts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Payments. All amounts tendered (a) Until Payment in Full, Subordinated Creditor shall not, without the prior written consent of a Senior Creditor Majority, ask for, demand, receive (by way of voluntary payment, acceleration, set-off or counterclaim, foreclosure or other realization on security, dividends in Bankruptcy or otherwise) or accept any payment, redemption or other distribution on account of the Mortgage Loan Borrower Subordinated Obligations, take any action, judicial or otherwise available for otherwise, to accelerate or collect payment on or the Subordinated Obligations, pursue any other remedy with respect to the Subordinated Obligations (including commencing or joining with any other creditor of any Obligor in connection with the Mortgage Loan commencing any proceeding in bankruptcy), or the Mortgaged Property exercise any right of or amounts realized as proceeds thereof, whether received permit any setoff in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair respect of the Mortgaged Property or released to Subordinated Obligations. (b) Notwithstanding the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentforegoing, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Note Instrument, Obligor may make, and Subordinated Creditor may accept and receive, payments in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each redemption of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to Psyop UK Notes on the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) dates and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are amounts set forth in the Servicing Agreement): on Exhibit A hereto (abut not prepayments, whether upon acceleration or otherwise) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the together with accrued and unpaid interest on up to (but excluding) the Principal Balance for date of such payment (at a per annum rate not in excess of 3% per annum) (“Permitted Payments”); provided, however, that if (i) Obligor fails to pay when due (after giving effect to any applicable grace periods), upon acceleration or otherwise, any amount or obligation with respect to Senior Debt (a “Payment Default”), which Payment Default shall not have been cured or waived in writing in accordance with the terms of the Senior Credit Agreement, or (ii) an Event of Default (other than a Payment Default) under and as defined in the Senior Credit Agreement shall occur and be continuing, which shall not have been cured or waived in writing in accordance with the terms of the Senior Credit Agreement or otherwise cease to exist (a “Non-Payment Default”), and Obligor and each Note Subordinated Creditor receives written notice of such Non-Payment Default from the holders of at least a majority in aggregate principal amount of the Senior Debt under the Senior Credit Agreement at the applicable Net Interest Rate; time outstanding fa “Non-Payment Blockage Notice”), then no Permitted Payment or any other payment, redemption or other distribution on account of the Subordinated Obligations shall thereafter be made by Obligor or accepted by Subordinated Creditor (bx) secondin the case of any Payment Default, unless and until the earlier of (1) the date on a Pro Rata and Pari Passu Basis based on which Payment in Full occurs, or (2) the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments receiveddate, if any, with respect to such Payment Date Default shall have been cured or waived in writing in accordance with respect the terms of the Senior Credit Agreement, or (y) in the case of any Non-Payment Default, from the date on which Obligor and each Subordinated Creditor receive such Non-Payment Blockage Notice until (but excluding) the earlier of (1) 179 days after such date, or (2) the Payment in Full occurs, or (3) the date, if any, on which such Non-Payment Default is waived in accordance with the terms of the Senior Credit Agreement or otherwise cured or ceases to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;exist. (c) thirdIf, notwithstanding the foregoing, any Subordinated Creditor shall have received any payment, redemption or other distribution on a Pro Rata and Pari Passu Basis, to each Noteholder up account of the Subordinated Obligations contrary to the amount foregoing provisions of any unreimbursed costs and expenses paid by this Article 4, then such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (payment, redemption or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, other distribution shall be paid over and delivered forthwith to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and Senior Creditors (eor their agent or trustee) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesArticle 9.

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

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

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

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

Payments. All amounts tendered (a) On each Payment Date (or, if the payments from the Indenture Trustee on such Payment Date contemplated by Section 4.1(b) shall have been received after 2:00 p.m., New York City time on such Payment Date, as soon as practically possible, but in no event more than one Business Day, following receipt), the Mortgage Loan Borrower Owner Trustee (or otherwise available its Agent) shall withdraw from the Certificate Account all Certificateholder Funds then on deposit therein, and the Owner Trustee (or its Agent) shall pay such Certificateholder Funds to the respective Classes of Certificateholders for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received following purposes and in the form of Periodic Paymentsfollowing order, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied in each case to the restoration or repair extent of remaining available funds: (i) to the Holders of the Mortgaged Property or released to Class [P] Certificates and the Mortgage Loan Borrower in accordance with the terms Holders of the Mortgage Loan DocumentsClass [XS] Certificates in respect of interest, pro rata based on entitlement, up to an amount equal to all Accrued Certificate Interest in respect of each such Class of Owner Trust Certificates for the related Payment Date and, to the extent permitted by not previously paid, for all prior Payment Dates; (ii) if all the REMIC Provisions)Bonds have been retired, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Holders of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Class [P] Certificates in respect of Advances then due and payable or reimbursable principal, up to an amount equal to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each Aggregate Certificate Principal Amount of the Noteholders Class [P] Certificates immediately prior to such parties out of distributions made to them in respect of such Note), with respect Payment Date; and (iii) to the Mortgage Loan pursuant to Holders of the Servicing Agreement (such amounts contemplated by clauses (x) and (y)Class [R] Certificates, “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest remaining portion, if any, of the Certificateholder Funds for such Payment Date. Payments made after the Payment Date on which they were scheduled to be made as permitted by the Principal Balance for each Note at parenthetical in the applicable Net Interest Rate;first sentence of this Section 4.2(a), shall be deemed to have been made on such Payment Date. (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal All payments received, if any, made with respect to such any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among the Certificates of such Class based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five (5) Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a [331/3%] Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. (c) Whenever the Owner Trustee expects that the final payment with respect to the Certificates will be made on the next Payment Date, whether in connection with the final payment or other liquidation of the last remaining Mortgage LoanLoan or REO Property or upon a termination of the Trust at the direction of the Certificateholders in accordance with Section 8.1, until the Owner Trustee (or its Agent) shall mail to each Holder on such Principal Balance for each Note has been reduced date of the Owner Trust Certificates a notice to zero;the effect that: (ci) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) Owner Trustee expects that the final payment with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, Owner Trust Certificates will be made on a Pro Rata such Payment Date but only upon presentation and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product surrender of the applicable Percentage Interest multiplied by Owner Trust Certificates at the applicable Relative Spread; office of the Owner Trustee therein specified, and (eii) fifth, if any excess amount is available to be distributed no interest shall accrue on the Owner Trust Certificates from and after such Payment Date. Upon presentation and surrender of the Owner Trust Certificates by the Certificateholders on the final Payment Date in respect of the Mortgage LoanOwner Trust Certificates, the Owner Trustee shall distribute to the Certificateholders the amounts otherwise distributable on such Payment Date pursuant to Section 4.2(a). Any funds not distributed on such Payment Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders. If any Owner Trust Certificate, as to which notice has been given pursuant to this Section 4.2(c) shall not otherwise applied have been surrendered for cancellation within six (6) months after the time specified in such notice, the Owner Trustee shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Owner Trust Certificates for cancellation in order to receive, from such funds held, the final payment with respect thereto. If within one year after the second notice any Owner Trust Certificate shall not have been surrendered for cancellation, the Owner Trustee shall directly or through an agent, take reasonable steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Owner Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee shall segregate all amounts distributable to the Holders thereof and shall thereafter hold such amounts uninvested for the benefit of such Holders. No interest shall accrue or be payable to any Certifi cateholder on any amount held as a result of such Certificateholder's failure to surrender its Owner Trust Certificates for final payment thereof in accordance with the foregoing clauses (a)-(dthis Section 4.2(c), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

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

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

Payments. All amounts tendered by (a) On or before the Mortgage Loan Borrower or otherwise available for payment on or date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Collection Account”). Seller shall cause all Income or other assets (if cash) with respect to the Transaction Assets to be deposited in connection the Collection Account no later than the next Business Day following the collection and receipt thereof by Seller or the Servicer (or, if received by Seller or the Servicer after 1:00 p.m. New York time, no later than the second (2nd) Business Day following the collection and receipt thereof by Seller or the Servicer). Simultaneously with the Mortgage Loan transfer of any Transaction Assets to Buyer, Seller shall deliver to each Transaction Asset Obligor (or the Mortgaged Property related collection account bank, as applicable), or amounts realized as proceeds thereofthe related lead lender or servicer under a Transaction Asset, whether received an irrevocable direction letter in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required substance reasonably satisfactory to be applied Buyer instructing such Person to remit to the restoration Collection Account all amounts payable to Seller under the related Transaction Assets (unless such Transaction Asset Obligor or repair of related servicer or lender is already remitting payments to Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Mortgaged Property or released to the Mortgage Loan Borrower Collection Account and service such payments in accordance with the terms Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Transaction Asset Obligor (or the Mortgage Loan Documents, related collection account bank) or the related lead lender or servicer under a Transaction Asset forwards any Income with respect to such Transaction Asset to Seller rather than directly to the extent permitted by the REMIC Provisions)Collection Account, but excluding Seller shall (xi) all amounts for required reserves or escrows required by the Mortgage Loan Documents (deliver an additional irrevocable direction letter to the extent, applicable Person and cause such Person to forward such amounts directly to the Collection Account and (ii) hold such amounts in accordance with trust for Buyer and immediately deposit in the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Collection Account any such amounts. All Income in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then dueTransaction Assets, payable or reimbursable to any Servicer (excluding master servicing feeswhich may, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), except with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y)Initial Transaction Asset, “Withheld Amounts”)include payments in respect of associated Hedging Transactions, shall be distributed deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Collection Account. (b) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Collection Account in respect of the Transaction Assets (and, except with respect to the Initial Transaction Asset, the associated Hedging Transactions) during each month shall be applied by the Master Servicer in Buyer on the following order fifteenth (15th) day of priority without duplication each subsequent month (and payments shall be made at such times or the first Business Day thereafter if the fifteenth (15th) day of the month is not a Business Day) as are set forth in the Servicing Agreement):follows: (ai) first, on a Pro Rata to Buyer an amount equal to all Late Fees and Pari Passu Basisother amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (ii) second, to each Noteholder in Buyer an amount equal to the Periodic Advance Repurchase Payment which has accrued and unpaid interest on is outstanding in respect of the Principal Balance for Transactions as of such first Business Day of each Note at the applicable Net Interest Ratesubsequent month; (biii) secondthird, on if a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances principal payment in respect of each Noteany Transaction Asset has been made during such period, or if Seller has received any other payment to which Seller is entitled under any Transaction Asset Document or otherwise, to each Noteholder Buyer, in respect of the related Repurchase Price an amount equal to the product of the amount of such principal payments receivedor other payment multiplied by the quotient of (x) the outstanding amount of the Repurchase Price of the Initial Transaction Asset divided by (y) the outstanding principal amount of the Initial Transaction Asset immediately prior to such principal or other payment; and (iv) fourth, to remit to Seller the remainder, if any. If on the fifteenth (15th) day of any month, with the amounts deposited in the Collection Account shall be insufficient to make the payments required under clauses (i) through (iii) of this Section 4.01(b), the same shall constitute an Event of Default hereunder if the shortfall amount is not paid in full by Seller within one (1) Business Day after such fifteenth (15th) day of the month. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Collection Account in respect to such Payment Date of the Transaction Assets (and, except with respect to the Mortgage LoanInitial Transaction Asset, the associated Hedging Transactions) shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, to Buyer, all Late Fees and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (ii) second, to Buyer, an amount equal to the Periodic Advance Repurchase Payment which has accrued and is outstanding in respect of the Transactions as of such Business Day; (iii) third, to Buyer, in respect of the aggregate Repurchase Price of the Transaction Assets, until such Principal Balance for each Note aggregate Repurchase Price has been reduced to zero;; and (civ) third, on a Pro Rata and Pari Passu Basisfourth, to each Noteholder up to Seller, the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;remainder. (d) fourthIf at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 4.01, and for any reason such amount is required to be returned by Buyer to the Transaction Asset Obligor under such Transaction Asset (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product Business Day following Seller’s receipt of the applicable Percentage Interest multiplied by the applicable Relative Spread; andsuch notice. (e) fifthExcept to the extent otherwise expressly provided herein, if the due date of any excess amount payment under this Agreement would otherwise fall on a day that is available not a Business Day, such date shall be extended to be distributed in respect of the Mortgage Loannext succeeding Business Day, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount Periodic Advance Repurchase Payment shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to payable for any Repurchase Price so extended for the Mortgage Loan and the Mortgaged Property, including without limitation losses period of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notessuch extension.

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

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

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

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

Payments. All amounts tendered Payments due hereunder in respect of Insured Amounts shall be disbursed to the Securities Administrator on behalf of the Beneficiary (or in the case of a Preference Amount, to the court, receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 2 above or, if the Securities Administrator on behalf of the Beneficiary has previously paid the Preference Amount over to such parties, to the Securities Administrator on behalf of the Beneficiary) by wire transfer of immediately available funds to an account of the Securities Administrator on behalf of the Beneficiary specified in the applicable Notice of Claim. The Insurer’s obligations hereunder in respect of Insured Amounts shall be discharged to the extent that funds are transferred to the Securities Administrator on behalf of the Beneficiary (or in the case of a Preference Amount, to the court, receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 2 above or, if the Securities Administrator on behalf of the Beneficiary has previously paid the Preference Amount over to such parties, to the Securities Administrator on behalf of the Beneficiary) as provided in the Notice of Claim, whether or not such funds are properly applied by the Mortgage Loan Borrower Securities Administrator on behalf of the Beneficiary or otherwise available for payment on such other party. In the event the Insurer is required under law to deduct or with respect to withhold any tax or similar charge from or in connection with the Mortgage Loan respect of any amount payable under or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form respect of Periodic Paymentsthis Policy, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit Insurer will make all such deductions and withholdings and pay the full amount deducted or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied withheld to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower relevant taxation authority in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions)law, but excluding (x) all the Insurer will not “gross-up” or otherwise pay additional amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note)taxes, with respect and the Insurer’s payments to the Mortgage Loan pursuant Securities Administrator on behalf of the Beneficiary or the court, receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order relating to a Preference Amount, as the case may be, will be amounts that are net of such deductions or withholdings. Notwithstanding anything to the Servicing Agreement (such amounts contemplated by clauses (x) and (y)contrary contained herein, “Withheld Amounts”), the aggregate Deficiency Amount described above which may be paid under this Policy shall be distributed by not exceed the Master Servicer in Maximum Insured Amount. This Policy will not cover any extent to which the following order Holders of priority without duplication (and payments shall be made at such times as the Insured Obligations are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, deemed to each Noteholder in an amount equal have to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments receivedpay amounts, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or Section 5.07(f) of the Pooling and Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered 2.1 Subject to the terms of this Agreement and the CGEWHO abiding by the Mortgage Loan Borrower or otherwise available for payment construction milestones as expressly mentioned in this Agreement, the Allottee shall make all payments, on or with respect to or in connection with written demand by the Mortgage Loan or CGEWHO, within the Mortgaged Property or amounts realized stipulated time as proceeds thereof, whether received mentioned in the form Payment Plan through cheque/demand draft/pay order/wire transfer/RTGS/NEFT or online payment (as applicable) drawn in favour of/to the account of Periodic Paymentsthe CEO, CGEWHO payable at New Delhi. 2.2 Payments in cash or cheque from individual account will not be accepted. However, Cheque from the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit GOI Organizations/Employer(s)/ Bank(s)/Financial Institution(s) will be accepted for those who are availing HBA/Housing loan. Beneficiaries making payment through NEFT/RTGS or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that through Payment Gateway are required to be applied forward details through Whatsapp or SMS to the restoration Mobile or repair mail it to [scheme specific mail id will appear] in following format : ⮚ Name of the Mortgaged Property Beneficiary : ⮚ Registration Number of Scheme : ⮚ Date of Transfer : ⮚ Amount of Transfer : ⮚ UTR / Reference Number (generated / issued by bank from amount transferred) : ⮚ CGEWHO Account Number in which amount has been transferred : 2.3 The CGEWHO shall be entitled to securitize the Total Price and other amounts payable by the Allottee under this Agreement (or released any part thereof), in the manner permissible under the Act/Rules, in favour of any persons including banks/financial institutions and shall also be entitled to transfer and assign to any persons the Mortgage Loan Borrower right to directly receive the Total Price and other amounts payable by the Allottee under this Agreement or any part thereof. Upon receipt of such intimation from the CGEWHO, the Allottee shall be required to make payment of the Total Price and other amounts payable in accordance with this Agreement, in the manner as intimated. 2.4 In the event of the Allottee obtaining any financial assistance and/or housing loan from any bank/financial institution, the CGEWHO shall act in accordance with the instructions of the bank/financial institution in terms of the Mortgage Loan Documents, agreement between the Allottee and the Bank/financial institution SUBJECT HOWEVER that such bank/financial institution shall be required to the extent permitted by the REMIC Provisions), but excluding (x) disburse/pay all such amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer CGEWHO under the Servicing this Agreement and in no event the CGEWHO shall assume any liability and/or responsibility for any loan and/or financial assistance which may be obtained by the Allottee from such bank/financial institution. 2.5 The timely payment of all the amounts payable by the Allottee under this Agreement (y) all amounts including the Total Price), is the essence of the contract. An intimation forwarded by the CGEWHO to the Allottee that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all a particular milestone of which construction has been achieved shall be payable by each sufficient proof thereof. The CGEWHO demonstrating dispatch of such intimation to the address of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement Allottee as stated at Clause 35 (such amounts contemplated Notice) including by clauses (x) and (y), “Withheld Amounts”)e-mail, shall be distributed conclusive proof of service of such intimation by the Master Servicer CGEWHO upon the Allottee and non-receipt thereof by the Allottee shall not be a plea or an excuse for non-payment of any amount or amounts. 2.6 In the event of delay and/or default on the part of the Allottee in the following order making payment of priority any GST, Service Tax, VAT, TDS or any other tax, levies, cess etc., then without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, prejudice to each Noteholder in an amount equal any other rights or remedies available to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to CGEWHO under this Agreement or under applicable law, the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, CGEWHO shall be paid entitled to each Noteholder in an amount up to its pro rata interest thereinadjust against any subsequent amounts received from the Allottee, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifthsaid unpaid tax, if any excess amount is available to be distributed in respect of the Mortgage Loanlevy, and not otherwise applied in accordance cess etc. along with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advancespenalty etc. payable thereon, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce from the principal balance due date till the date of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesadjustment.

Payments. All amounts tendered by the Mortgage Loan Obligations of either Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received Lender shall be repayable at Lender’s address set forth in the form preamble of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit this Agreement or at such other collateral place or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required places as Lender may designate from time to be applied to the restoration or repair time. That portion of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan DocumentsObligations consisting of: (a) Principal, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements payable on account of recoveries in respect of Advances then due and payable or reimbursable advances made by Lender to the Servicer either Borrower under the Servicing Agreement and (y) all amounts that are then duethis Agreement, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each Borrowers to Lender immediately upon the earliest of (i) demand therefor, (ii) the Noteholders termination of this Agreement by Borrowers or Lender pursuant to such parties out Sections 10.2 or 10.3 hereof, or (iii) to the extent of distributions made to them in respect of such Note), any collections with respect to any proceeds of any of the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) firstCollateral, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Ratereceipt of said collections; (b) secondInterest, on a Pro Rata and Pari Passu Basis based payable pursuant to this Agreement or any of the other Loan Documents, shall be due on the outstanding Principal Balances earliest of (i) demand therefor, (ii) in arrears on the last day of each Notemonth, or (iii) the termination of this Agreement by Borrowers or Lender pursuant to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zeroSections 10.2 or 10.3 hereof; (c) thirdCosts, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs fees and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan payable pursuant to this Agreement or the Servicing Agreement;other Loan Documents shall be payable on demand by Borrowers to Lender or to such other Person designated by Lender in writing; and (d) fourthThe balance of the Obligations, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrowerif any, shall be payable by Borrowers to Lender as and when provided in this Agreement or the other Loan Documents or upon Lender’s demand, whichever is earlier. With respect to any sums due and payable by Borrowers to Lender pursuant to subsections (b) through (d) above, each Borrower authorizes and directs Lender, at its option, to cause such sums to be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product respective due dates by charging the same as an advance made by Lender to Borrowers under this Agreement on Borrowers’ behalf as of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notessuch date.

Payments. All amounts tendered 3.1 In consideration of the Lenders agreeing at the request of the Debtors to provide or maintain the Senior Debt, the Subordinated Creditors hereby unconditionally and irrevocably covenant to the Security Agent that until the Termination Date: (a) subject to clause 3.2 below, they will not, without the prior written consent of the Security Agent, ▇▇▇, claim or prove for, take or receive from any Debtor by cash receipt, set-off or in any other manner whatsoever, the Mortgage Loan Borrower whole or otherwise available any part of the Subordinated Debt PROVIDED THAT if the Subordinated Creditors demand repayment of the Subordinated Debt (in whole or part) no repayment to the Subordinated Creditors may be made until the Senior Debt has been discharged and paid in full and the terms of this Deed shall remain in full force and effect accordingly; (b) they will not petition for or vote in favour of any resolution or take any other action whatsoever for, or which may lead to the winding up or dissolution of, or appointment of an examiner or interim examiner to any Debtor; (c) subject to clause 3.2 below, if any principal payment on which they are entitled to receive and retain, or distribution, or the benefit or proceeds of such distribution, be received by them upon or with respect to the Subordinated Debt or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds any part thereof, whether received they shall segregate it from their other funds and property and forthwith deliver the same to the Security Agent in precisely the form of Periodic Payments, received (except for the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit endorsement or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair assignment of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC ProvisionsSubordinated Creditors where necessary), but excluding (x) all amounts for required reserves application against or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements retention on account of recoveries the Senior Debt, and, until so delivered, the same shall be held in respect trust by the Subordinated Creditors as the property of Advances then due the Security Agent. In the event of the failure of the Subordinated Creditors to make any such endorsement or assignment, the Security Agent or any of its officers or employees, are hereby irrevocably authorised to make the same on behalf of the Subordinated Creditors; (d) if the benefit of any right of set-off which the Subordinated Creditors are entitled to receive and payable retain or reimbursable counterclaim is received by the Subordinated Creditors prior to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each satisfaction of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect Senior Debt the Subordinated Creditors will forthwith pay to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in Security Agent an amount equal to the accrued and unpaid interest on value of all benefits which, but for the Principal Balance for each Note at receipt of the applicable Net Interest Ratebenefit of such right of set-off or counterclaim, would otherwise have been received by the Security Agent; (be) secondthey shall not have a right of contribution, subrogation, indemnity or other claim whatsoever against any Secured Party or any Debtor by virtue of any payment made by them, or sums received or recovered from them in connection with, or otherwise by reason of their liability under, any guarantee or other obligations undertaken on a Pro Rata and Pari Passu Basis based behalf of the Debtors or otherwise. If any of the Senior Debt is wholly or partially paid out of any proceeds received in respect of or on account of the outstanding Principal Balances of each NoteSubordinated Debt, the Subordinated Creditors will to each Noteholder in an amount equal that extent be subrogated to the principal payments received, if any, with respect to such Payment Date with respect to Senior Debt so paid (and all securities and guarantees of that Senior Debt) but not before all the Mortgage Loan, until such Principal Balance for each Note has been reduced to zeroSenior Debt is paid in full; (cf) thirdthey shall not sell, on a Pro Rata and Pari Passu Basisassign, novate, create security interest over their interest in or otherwise transfer the Subordinated Debt or any of their rights or obligations thereunder to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including person other than any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative SpreadTransaction Security; and (eg) fifththey shall not seek to, if or take any excess amount steps to, redeem the Subordinated Debt. 3.2 Clause 3.1 shall not prevent a Subordinated Creditor receiving, or a Debtor making, a payment which is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesPermitted Payment.

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

Payments. All amounts tendered Section 6.4(a) of the Loan Agreement is hereby amended by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or deleting such Section in connection its entirety and replacing it with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):following: (a) All Obligations shall be payable to the Agent Payment Account as provided in Section 6.3 or such other place as Agent may designate from time to time. Agent shall apply payments received or collected from any Borrower or Guarantor or for the account of any Borrower or Guarantor (including the monetary proceeds of collections or of realization upon any Collateral) as follows (subject to the provisions of the Intercreditor Agreement): first, on a Pro Rata to pay any fees, indemnities or expense reimbursements then due to Agent and Pari Passu BasisLenders from any Borrower or Guarantor; second, to each Noteholder pay interest due in an amount equal to the accrued respect of any Loans (and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Noteincluding any Special Agent Advances); third, to each Noteholder pay or prepay principal in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basisof Special Agent Advances; fourth, to each Noteholder pay or prepay principal in respect of the Revolving Loans, whether or not then due, to pay or prepay Obligations arising under or pursuant to any Hedge Agreements of a Borrower or Guarantor with an Affiliate of Agent (but as to any such Obligations arising under or pursuant to any Hedge Agreement, up to the amount of any unreimbursed costs then effective Reserve established in respect of such Obligations), and, at any time an Event of Default exists or has occurred and is continuing, to be held as cash collateral in the amount equal to one hundred five (105%) percent of the amount of the Letter of Credit Accommodations plus the amount of any fees and expenses paid by payable in connection therewith through the end of the latest expiration date of such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourthLetter of Credit Accommodations, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumpro rata basis; fifth, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed pay or prepay principal in respect of the Mortgage Tranche C Loan; sixth, to pay or prepay principal in respect of the Tranche D Loan; seventh, to pay or prepay any other Obligations (excluding Obligations arising under or pursuant to Hedge Agreements) whether or not then due, in such order and manner as Agent determines, and eighth, to pay or prepay any Obligations arising under or pursuant to Hedge Agreements (other than to the extent provided for above) on a pro rata basis. Notwithstanding anything to the contrary contained in the immediately prior sentence or any of the other provisions of this Agreement or any of the other Financing Agreements, upon and after the occurrence and during the continuance of a Triggering Event Agent shall apply payments received or collected from any Borrower or Guarantor or for the account of any Borrower or Guarantor (including the monetary proceeds of collections or of realization upon any Collateral) as follows (subject to the provisions of the Intercreditor Agreement): first, to pay any fees, indemnities or expense reimbursements then due to Agent and Collateral Agent from any Borrower or Guarantor; second, to pay any fees, indemnities or expense reimbursements then due to Tranche A Lenders from any Borrower or Guarantor; third, to pay interest due in respect of any Tranche A Loans (and including any Special Agent Advances); fourth, to pay or prepay principal in respect of Special Agent Advances; fifth, to pay or prepay principal in respect of the Revolving Loans, whether or not then due, and to be held as cash collateral in the amount equal to one hundred five (105%) percent of the amount of the Letter of Credit Accommodations plus the amount of any fees and expenses payable in connection therewith through the end of the latest expiration date of such Letter of Credit Accommodations, and to pay or prepay Obligations arising under or pursuant to any Hedge Agreements of a Borrower or Guarantor with an Affiliate of Agent (but as to any such Obligations arising under or pursuant to any Hedge Agreement, up to the amount of any then effective Reserve established in respect of such Obligations), on a pro rata basis; sixth, to pay any fees, indemnities and expense reimbursements then due to Tranche C Lenders from any Borrower or Guarantor; seventh, to pay interest due in respect of the Tranche C Loan; eighth, to pay or prepay principal in respect of the Tranche C Loan, whether or not then due; ninth, to pay any fees, indemnities and expense reimbursements then due to Tranche D Lenders from any Borrower or Guarantor; tenth, to pay interest due in respect of the Tranche D Loan; eleventh, to pay or prepay principal in respect of the Tranche D Loan, whether or not otherwise applied then due; twelfth, to pay or prepay any other Obligations (excluding Obligations arising under or pursuant to Hedge Agreements) whether or not then due, in accordance with such order and manner as Agent determines, on a pro rata basis; and thirteenth, to pay or prepay any Obligations arising under or pursuant to Hedge Agreements (other than to the foregoing clauses extent provided for above) on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement, (a)-(d)i) unless so directed by Administrative Borrower, or unless an Event of Default shall exist or have occurred and be continuing, Agent shall not apply any remaining amount payments which it receives to any Eurodollar Rate Loans, except (A) on the expiration date of the Interest Period applicable to any such Eurodollar Rate Loans or (B) in the event that there are no outstanding Prime Rate Loans and (ii) to the extent any Borrower uses any proceeds of the Loans or Letter of Credit Accommodations to acquire rights in or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the Obligations shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating deemed applied first to the Mortgage Loan Obligations arising from Loans and Letter of Credit Accommodations that were not used for such purposes and second to the Mortgaged Property, including without limitation losses Obligations arising from Loans and Letter of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied Credit Accommodations the proceeds of which were used to reduce acquire rights in or the principal balance use of any Collateral in the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts chronological order in which such Borrower acquired such rights in or the use of interest and principal have otherwise been paid in full on all the Notessuch Collateral.”

Payments. All amounts tendered by (a) Interest accrued on each Revolving Credit Loan shall be payable, without duplication, on: (i) the Mortgage Loan Borrower or otherwise available for payment on or Termination Date; (ii) with respect to any portion of any Revolving Credit Loan repaid or prepaid pursuant to this Agreement, the date of such repayment or prepayment, as the case may be; (iii) with respect to that portion of the outstanding principal amount of all Revolving Credit Loans maintained as Prime Rate Loans, the first day of each month and commencing with the first such date following the date of the making of such Revolving Credit Loans; (iv) with respect to that portion of the outstanding principal amount maintained as Libor Rate Loans, the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the last day of each three-month period occurring during such Interest Period); and (v) with respect to that portion of the outstanding principal amount converted into Prime Rate Loans or Libor Rate Loans on a day when interest would not otherwise have been payable pursuant to Sections 2.9(a)(iii) or 2.9(a)(iv), the date of such conversion. (b) All payments (including prepayments) to be made by the Borrower on account of principal or interest with respect to any Revolving Credit Loan or on account of fees or any other obligations of the Borrower to the Bank hereunder shall be made to the Bank at the office of the Bank set forth in Section 10.1 hereof or at such other place as the Bank may from time to time designate in writing in lawful money of the United States of America in immediately available funds. The Borrower hereby authorizes the Bank to deduct from any general deposit account of the Borrower the amount of any loan payment including all payments of interest, principal and other sums due (“Automatic Payment”), from time to time, under this Agreement and/or the Revolving Credit Note; the Bank will thereafter promptly notify the Borrower of the amount so charged. If the funds in the account are insufficient to cover any payment due, the Bank shall not be obligated to advance funds to cover the payment. The failure of the Bank so to charge any account or to give any such notice shall not affect the obligation of the Borrower to pay interest, principal or other sums as provided herein or in connection with the Mortgage Loan Revolving Credit Note, at any time and for any reason the Borrower or the Mortgaged Property or amounts realized as proceeds thereof, whether received Bank may voluntarily terminate the Automatic Payment. Termination by the Borrower of the Automatic Payment must be made by written notice to the Bank. Subject to the provisions of subparagraph (a) in the form definition of Periodic PaymentsInterest Period set forth in Section 1.1 hereof, if any payment to be so made hereunder, or under the Balloon PaymentRevolving Credit Note, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance becomes due and Condemnation Proceeds (payable on a day other than proceedsa Business Day, awards or settlements that are required to such payment shall be applied extended to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documentsnext succeeding Business Day and, to the extent permitted by applicable law, interest thereon shall be payable at the REMIC Provisions)then applicable rate during such extension. (c) If all or a portion of the principal or interest of any Revolving Credit Loan shall not be paid when due (whether at the stated or any accelerated maturity of such Revolving Credit Loan) or if any fee or other amount due hereunder shall not be paid when due, but excluding or upon the occurrence of an Event of Default, the Borrower’s right to select pricing options shall cease and all Revolving Credit Loans, and such interest, fee or amount due hereunder, to the extent permitted by applicable law, shall bear interest (xpayable on demand) (i) in all amounts cases other than Libor Rate Loans at the Post Default Rate until paid and (ii) in the case of Libor Rate Loans at the Post Default Rate until the expiration of the Interest Period applicable to such Revolving Credit Loan, at which time the Revolving Credit Loan will automatically be converted into a Prime Rate Loan and until paid shall bear interest at the Post Default Rate. In no event, however, shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law. The obligation to so pay interest upon any reimbursement obligation of the Borrower to the Bank shall not be construed so as to waive the requirement for required reserves or escrows required reimbursement on the same date that payment is made by the Mortgage Loan Documents Bank as set forth in this Agreement. If a regularly scheduled payment is fifteen (15) days or more late, the Borrower will be charged five (5.0%) percent of the unpaid portion of the regularly scheduled payment, or $10.00, whichever is greater. (d) All payments received will be applied first to interest, then to fees, and then to principal. (e) The Borrower hereby expressly authorizes the Bank to record on the schedule attached to the extentRevolving Credit Note the amount and date of each Revolving Credit Loan, the rate of interest thereon, the date and amount of each payment of principal and the unpaid principal balance; provided, however, that the failure of the Bank to make any such notation shall not in any manner affect the obligation of the Borrower to repay any Revolving Credit Loan in accordance with the terms of the Mortgage Loan Documents) hereof. All such notations shall be presumed to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notescorrect.

Payments. All amounts tendered The Licensee must pay the Licence Fee to the Licensor by [weekly OR monthly] instalments in advance on [the [1st] day of each month OR each [Monday]]. The Licensee shall pay the Licence Fee by such method as shall be nominated by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with Licensor, acting reasonably. For the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form avoidance of Periodic Paymentsdoubt, the Balloon PaymentLicence Fee shall be payable whether or not the Licensee occupies the [Chair][Room] on any particular day. In the event that the Licensor shall permit the Licensee to use and occupy the [Chair][Room] outside the Permitted Hours, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required Licensor shall be entitled to be applied increase the Licence Fee proportionately with regard to the restoration or additional hours of use and occupation of the [Chair][Room]. In addition to the Licence Fee, the Licensee must on demand pay [a fair proportion] [[insert percentage] %] of: [the cost of Utilities supplied to and consumed within the Salon;] [the costs of maintenance and repair of the Mortgaged Property or released Salon and of fixtures, fittings and chattels therein;] [the costs of providing the items set out at clause 3.4 and costs associated with such items;] [where relevant, all costs relating to the Mortgage Loan Borrower Licensor's employees at the Salon;] [the cost of using the Licensor's equipment, stock and products in accordance with the terms of Salon as the Mortgage Loan Documents, to Licensor shall make available;] [the extent permitted cost incurred by the REMIC Provisions), but excluding (x) Licensor in insuring the Salon against damage or destruction caused by an event covered by a commercial all amounts for required reserves or escrows required risks insurance policy maintained by the Mortgage Loan Documents (to the extent, in accordance with the terms Licensor; and] [other rates and outgoings of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries a periodically recurring nature incurred in respect of Advances then due and payable or reimbursable attributable to the Servicer under Salon.] LICENSEE'S OBLIGATIONS During the Servicing Agreement Licence Period, the Licensee must: at its own cost and (y) all amounts that are then dueto the satisfaction of the Licensor, payable or reimbursable make good any damage caused to any Servicer (excluding master servicing feespart of the Salon by the exercise of the rights conferred by this Licence; keep the [Room][Chair] clean and tidy and not place in or on the [Room][Chair] or the Salon anything that might constitute an obstruction or a risk to the health and safety of anyone working at or visiting the Salon; leave the [Room][Chair] in a clean and tidy condition and free of all the Licensee’s furniture, trustee feesequipment, certificate administrator feesgoods and chattels at the end of the Licence Period; where the Salon has a shared cash or till system, operating advisor fees and asset representations reviewer feesthe Licensee shall keep accurate records of all revenue, all of which through such system and, unless otherwise agreed, the Licensor shall be payable by each of responsible for and shall have the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed final decision in respect of the Mortgage Loanreconciliation of such system; [provide its own equipment, stock and not otherwise applied products for its use in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses Salon;] comply with: all Legislation relating to the Mortgage Loan Salon and to the health and safety of persons working at or visiting the Salon; and all regulations made by the Licensor from time to time for the management and operation of the Salon not display any signs or notices at the Salon without the consent of the Licensor; not do or omit to do anything which might vitiate any insurance in respect of the Salon; not use the Salon or the access ways referred to in clause 3.2 so as to cause any nuisance, damage, disturbance, annoyance or interference to the owners, occupiers or users of the Salon or any nearby property; [not do or omit to do anything which might cause the Licensor to be in breach of the tenant's covenants and the Mortgaged Propertyconditions contained in a lease dated [date] and made between [insert original parties to the Licensor’s head lease];] timeously inform the Licensor if the Licensee will not occupy the [Chair][Room] on any day. The Licensee is self-employed and no contract of employment shall be created by this Licence or otherwise. The Licensee shall be responsible for taking their own client bookings and managing their own bookings diary. The Licensee shall provide their own equipment, including without limitation losses of principal (but not limited to) [hairdryers], [styling tongs and intereststraighteners], Property Protection Advances[personal protective equipment], Advance Interest Amounts[styling products such as hairspray, Special Servicing Feesmousse, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, etc]. The Licensee shall be allocated on a Pro Rata obliged to have all necessary insurances in place, including but not limited to public liability insurances and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance insurances in respect of the Mortgage Loan Licensee’s equipment, stock and personal belongings. The Licensee shall be reimbursed on responsible for cleaning the [Chair] [Room] and other areas in the Salon used by the Licensee in the course of their business. The Licensor reserves the right to oblige the Licensee to undertake cleaning or to arrange cleaning and recharge the Licensee for the costs thereof in the event the cleanliness standards reasonably expected by the Licensee have not been met. Notwithstanding the foregoing, the Licensor reserves the right to instruct a Pro Rata deep clean of the Salon at such reasonable times as the Licensor may determine – including to ensure compliance with Covid-19 related cleanliness procedures. The Licensee shall be responsible for the repair or replacement of any equipment or items in the Salon damaged by the Licensee. The Licensee shall at all times ensure that they conduct themselves professionally and Pari Passu Basis after do not bring the reputation of the Salon or the Licensor into disrepute. The Licensee shall be solely responsible at all amounts times for the conduct of interest their own self-employed business, including all invoicing, payments and principal have other business responsibilities. The Licensee shall comply with any policies or regulations implemented in the Salon, including but not limited to any policies or regulations required or recommended by government or other statutory body. The Licensee indemnifies the Licensor in respect of any and all claims which may arise against the Licensor and/or the Salon in respect of the Licensee’s use of the [Chair] [Room] and occupation of the Salon and the Communal Areas LICENSOR'S OBLIGATIONS The Licensor shall be responsible for the management of the Salon, including payment of all rent for the Salon premises, non-domestic rates and utility bills; arranging all insurances relative to the Salon premises and their occupation; repairs and maintenance; management of Communal Areas; management of other parties renting chairs, rooms or other areas in the Salon; and for the management of the Licensor’s own business. The Licensor shall not be the employer of the Licensee and no employment relationship shall be created by this Licence. The Licensor shall at all times ensure that they conduct themselves professionally and do not bring the reputation of the Salon or the Licensee into disrepute. The Licensor indemnifies the Licensee in respect of any and all claims which may arise in respect of the Licensor’s business and the Salon, for which the Licensee has no direct responsibility or liability. Where there are any staff employed to work in the Salon, such as a cleaner or a junior or trainee, such employee shall (unless otherwise been paid agreed) be the sole responsibility of the Licensor. In the event such employee is available to assist or work with the Licensee, the Licensee shall be required to ensure the employee is treated fairly and shall refer any feedback or bring any issues to the attention of the Licensor. The Licensor shall be entitled to charge the Licensee for a share in full on any Salon employee costs. BRANDING AND PUBLICITY The Licensor shall manage all marketing, including social media accounts, for the NotesSalon. The Licensee shall be entitled to undertake their own business marketing, including social media accounts. Neither the Licensor nor the Licensee shall unreasonably prejudice the other’s marketing through conflicting marketing or social media posts. In the event of a dispute over marketing, the Licensor’s business and the Salon shall take precedence. [The Licensor may from time to time promote a brand or brands of products for use in the Salon. The Licensor shall/shall not be obliged to promote such products as part of their business [but the Licensee shall not be entitled to display promotional materials for other competing products, unless otherwise agreed with the Licensor in advance]. The Licensor and the Licensee shall cooperate with any marketing of the Salon through media, including social media. ASSIGNMENT OR SHARING This Licence is personal to the Licensee. The Licensee must not assign it, nor purport to assign or deal with it in any way. The rights given in clause 3.2 may only be exercised by the Licensee and its employees and customers.

Payments. (a) All payments of principal, interest, Reimbursement Obligations, fees and any other amounts tendered by the Mortgage Loan Borrower due hereunder or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage other Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in to the Servicing Agreement): (a) firstAgent, on a Pro Rata for the respective accounts of the Banks and Pari Passu Basisthe Agent, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note be received at the applicable Net Interest Rate;Agent's Head Office in immediately available funds by 1:00 p.m. (Boston time) on any due date. (b) secondAll payments by the Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, on a Pro Rata and Pari Passu Basis based on levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the outstanding Principal Balances of each Note, Borrowers are compelled by law to each Noteholder in an amount equal to make such deduction or withholding. If any such obligation is imposed upon the principal payments received, if any, Borrowers with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Borrowers will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such Payment Date amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrowers. In the event that the Borrowers are required to make such deduction or withholding as a result of the fact that a Bank is organized outside of the United States, such Bank shall use its reasonable best efforts to transfer its Loans to an affiliate organized within the United States if such transfer would have no adverse effect on such Bank or the Loans. The Borrowers will deliver promptly to the Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Mortgage Loan, until Borrowers hereunder or under such Principal Balance for each Note has been reduced to zero;other Loan Document. (c) third, Whenever a payment hereunder or under any of the other Loan Documents becomes due on a Pro Rata and Pari Passu Basisday that is not a Business Day, to each Noteholder up the due date for such payment shall be extended to the amount of next succeeding Business Day, and interest shall accrue during such extension; provided that any unreimbursed costs and expenses paid by such Noteholder including Interest Period for any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Eurodollar Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, which ends on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, day that is not a Eurodollar Business Day shall be paid to each Noteholder in an amount up to its pro rata interest therein, based end on the product next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesimmediately preceding Eurodollar Business Day.

Payments. All amounts tendered owed by the Mortgage Loan Borrower Indemnitor to the Indemnitee (if any) shall be paid in full within fifteen (15) business days after a final Judgment (without further right of appeal) determining the amount owed is rendered, or otherwise available for after a final settlement or agreement as to the amount owed is executed; provided, however, if the Indemnitor is the CMJ/HBM Group and the Whitney Group pursuant to Section 12.1, payment on or of the amount owed to NCO by such Indemnitor may be deferred (i) until such Indemnitor receives a letter from NCO stating that, in its reasonable judgment after review with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Paymentsits counsel, the Balloon PaymentIndemnification Matter for which the amount is owed is not a matter for which the Company or NCO can obtain a recovery from an insurance carrier or from a third party pursuant to a right of NCO, Liquidation Proceeds, proceeds under any guaranty, letter of credit the Company or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair a Subsidiary of the Mortgaged Property or released Company to the Mortgage Loan Borrower in accordance with indemnification pursuant to the terms of any agreement to which the Mortgage Loan DocumentsCompany or a Subsidiary of the Company is a party, or (ii) if NCO believes that a right of the Company, a Subsidiary of the Company or NCO to the extent permitted by the REMIC Provisions), but excluding (x) all amounts an insurance recovery or to indemnification for required reserves or escrows required by the Mortgage Loan Documents (such Indemnification Matter does exist pursuant to the extent, in accordance with the terms of an insurance policy or pursuant to such agreement, until 90 days after such Indemnitor receives a letter from NCO stating that NCO, the Mortgage Loan Documents) to be held as reserves Company or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each a Subsidiary of the Noteholders Company has used reasonable efforts to seek recovery for such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan Indemnification Matter pursuant to the Servicing Agreement terms of such insurance policy or such indemnification right (it being understood that NCO or the Company shall not be obligated to institute any Proceeding to effect such amounts contemplated by clauses (xrecovery) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, no payment with respect to such Payment Date Indemnification Matter has been made within 30 days after NCO, the Company or a Subsidiary of the Company first seeks such recovery. During such 90 day period and thereafter NCO shall cooperate with respect the Indemnitor and permit the Indemnitor to take all action in the name and on behalf of the Company to pursue such indemnification from a third party or collect under any insurance policy (it being understood that any such recovery shall be for the account of the Indemnitor to the Mortgage Loan, until such Principal Balance for each Note extent the Indemnitor has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up paid all amounts payable by the Indemnitor to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan Indemnitee pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(dSection), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by 5.1 The Admission Body shall pay to the Mortgage Loan Borrower or otherwise available Administering Authority for credit to the Fund such contributions and payments as are due under the Regulations in respect of the Eligible Employees. 5.2 The Admission Body shall pay to the Administering Authority for credit to the Fund the employee and employer pension contributions on a monthly basis in arrears. The payment on or with respect must be paid to or the Administering Authority within nineteen (19) calendar days of the end of each month in connection with which the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are pension contributions have been deducted. 5.3 The contribution rate required to be applied paid by the Admission Body will be assessed by an actuary appointed by the Administering Authority. 5.4 The Admission Body shall pay to the restoration Administering Authority for credit to the Fund any additional or repair revised contributions due under either sub-clauses 6.1.7 or 7.2.2 within thirty (30) calendar days of receipt of a written request from the Administering Authority. 5.5 Any employees’ AVCs or SCAVCs shall be paid direct by the Admission Body to such AVC body and/or AVC insurance company selected by the Administering Authority and notified to the Admission Body. Any such contributions shall be paid within nineteen (19) calendar days of the Mortgaged Property end of each month in which the contributions have been deducted. 5.6 Where the Admission Body certifies that: 5.6.1 an Eligible Employee aged fifty-five (55) or released more who is an active member of the Scheme is being dismissed by reason of redundancy or in the interests of efficiency; 5.6.2 an Eligible Employee is voluntarily retiring on or after age fifty-five (55) and the Admission Body exercises a discretion to waive actuarial reductions; 5.6.3 an Eligible Employee who is a deferred member of the Scheme requests that their benefits are brought into payment early on or after age fifty-five (55) and the Admission Body exercises a discretion to waive actuarial reductions; the Admission Body shall pay to the Mortgage Loan Borrower Administering Authority for credit to the Fund the sum notified to it in writing by the Administering Authority as representing the actuarial strain on the Fund resulting from the immediate payment of benefits as certified by an actuary appointed by the Administering Authority, such sum to be paid (unless other terms are agreed between the Administering Authority and the Admission Body) within thirty (30) calendar days of receipt by the Admission Body of the written notification. 5.7 The Admission Body shall indemnify the Administering Authority against any financial penalty and associated costs and expenses incurred by the Administering Authority or by the Fund arising from any failure by the Admission Body to comply with the terms of this Agreement the Regulations or any overriding legislation. Such payment is to be paid within thirty (30) calendar days of receipt of a written request from the Administering Authority. 5.8 If any sum payable under this Agreement or the Regulations by the Admission Body to the Administering Authority or to the Fund has not been paid (in whole or in part) within the payment period specified in this Agreement (or otherwise in accordance with the terms of Regulations) the Mortgage Loan Documents, Administering Authority may require the Admission Body to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, pay interest calculated in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest Regulations on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesunpaid.

Payments. All amounts tendered (a) On each Payment Date (or, if the payments from the Indenture Trustee on such Payment Date contemplated by Section 4.1(c) shall have been received after 2:00 p.m., New York City time on such Payment Date, as soon as practically possible, but in no event more than one Business Day, following receipt), the Mortgage Loan Borrower Owner Trustee (or otherwise available its Agent) shall withdraw from the Certificate Account all Certificateholder Funds then on deposit therein, and the Owner Trustee (or its Agent) shall pay such Certificateholder Funds to the respective Classes of Certificateholders for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received following purposes and in the form of Periodic Paymentsfollowing order, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied in each case to the restoration or repair extent of remaining available funds: (i) to the Holders of the Mortgaged Property or released to Class P Certificates and the Mortgage Loan Borrower in accordance with the terms Holders of the Mortgage Loan DocumentsClass XS Certificates in respect of interest, pro rata based on entitlement, up to an amount equal to all Accrued Certificate Interest in respect of each such Class of Owner Trust Certificates for the related Payment Date and, to the extent permitted by not previously paid, for all prior Payment Dates; (ii) if all the REMIC Provisions)Bonds have been retired, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms Holders of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Class P Certificates in respect of Advances then due and payable or reimbursable principal, up to an amount equal to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each Aggregate Certificate Principal Amount of the Noteholders Class P Certificates immediately prior to such parties out of distributions made to them in respect of such Note), with respect Payment Date; and (iii) to the Mortgage Loan pursuant to Holders of the Servicing Agreement (such amounts contemplated by clauses (x) and (y)Class R Certificates, “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest remaining portion, if any, of the Certificateholder Funds for such Payment Date. Payments made after the Payment Date on which they were scheduled to be made as permitted by the Principal Balance for each Note at parenthetical in the applicable Net Interest Rate;first sentence of this Section 4.2(a), shall be deemed to have been made on such Payment Date. (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal All payments received, if any, made with respect to such any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among the Certificates based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a 33% Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. (c) Whenever the Owner Trustee expects that the final payment with respect to the Mortgage LoanCertificates will be made on the next Payment Date, until whether in connection with the final distribution on the last class of Pledged Certificates remaining outstanding or upon a termination of the Trust at the direction of the Certificateholders in accordance with Section 8.1, the Owner Trustee (or its Agent) shall mail to each Holder on such Principal Balance for each Note has been reduced date of the Owner Trust Certificates a notice to zero;the effect that: (ci) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) Owner Trustee expects that the final payment with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, Owner Trust Certificates will be made on a Pro Rata such Payment Date but only upon presentation and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product surrender of the applicable Percentage Interest multiplied by Owner Trust Certificates at the applicable Relative Spread; office of the Owner Trustee therein specified, and (eii) fifth, if any excess amount is available to be distributed no interest shall accrue on the Owner Trust Certificates from and after such Payment Date. Upon presentation and surrender of the Owner Trust Certificates by the Certificateholders on the Final Payment Date in respect of the Mortgage LoanOwner Trust Certificates, the Owner Trustee shall distribute to the Certificateholders the amounts otherwise distributable on such Payment Date pursuant to Section 4.2(a). Any funds not distributed on such Payment Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders. If any Owner Trust Certificate, as to which notice has been given pursuant to this Section 4.2(c) shall not otherwise applied have been surrendered for can- cellation within six months after the time specified in such notice, the Owner Trustee shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Owner Trust Certificates for cancellation in order to receive, from such funds held, the final payment with respect thereto. If within one year after the second notice any Owner Trust Certificate shall not have been surrendered for cancellation, the Owner Trustee shall directly or through an agent, take reasonable steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Owner Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee shall segregate all amounts distributable to the Holders thereof and shall thereafter hold such amounts uninvested for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder's failure to surrender its Owner Trust Certificates for final payment thereof in accordance with the foregoing clauses (a)-(dthis Section 4.2(c), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Payments. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note), with respect to the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal The Tenant must pay the Rent to the accrued and unpaid interest Landlord in advance on the Principal Balance for each Note at the applicable Net Interest Rate;Commencement Date. (b) secondIf Item 6B specifies a percentage for a particular review date, then the Rent is increased by that percentage, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero;relevant review date. (c) thirdIf, on a Pro Rata and Pari Passu Basisat the Tenant's request, to each Noteholder up the Landlord makes Services available to the amount Land, the Building or the Premises during the hours of any unreimbursed costs restricted access set out in Item 9, then the Tenant must pay the Landlord's reasonable costs, charges and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to of making the Mortgage Loan pursuant to this Agreement or Services available within seven days after the Servicing Agreement;Landlord asks the Tenant for them. (d) fourthIf, on a Pro Rata and Pari Passu Basisat the Tenant's request, any Prepayment Premium, the Landlord makes air conditioning available to the extent paid by Premises during the Mortgage Loan Borrowerhours of restricted access set out in Item 9 (Out of Hours Air Conditioning Service), shall be paid then the Tenant must pay the Out of Hours Charge to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; andLandlord when invoiced. (e) fifthThe Landlord will provide a basic cleaning and rubbish removal service for the Premises. (f) If the Tenant requires cleaning services at the Premises in addition to those provided by the Landlord, if any excess amount is available the Tenant must: use the Landlord's cleaner to be distributed in respect provide those additional cleaning services; obtain the Landlord's consent to the provision of the Mortgage Loan, additional cleaning service; and pay the cost of those additional cleaning services. The Landlord must not otherwise applied in accordance with the foregoing clauses unreasonably withhold that consent (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating g) The Tenant must pay to the Mortgage Loan relevant authorities all charges for telephone and other Services installed or connected by the Mortgaged Property, including without limitation losses Tenant where they are separately metered to the Premises (this clause does not apply to the provision of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses internet to the extent it is supplied by the Landlord). (including reductions by a bankruptcy courth) applied The Tenant must pay to reduce the principal balance Landlord all expenses due solely to the Tenant's use of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the NotesPremises.

Payments. All amounts tendered Any Tax indemnifiable under Section 7.2(a) shall be paid directly to the applicable taxing authority if direct payment is practicable and permitted. If direct payment to the applicable taxing authority is not permitted or is otherwise not made, any amount payable to an Indemnitee pursuant to Section 7.2(a) shall be paid within thirty (30) days after receipt of a written demand therefor from such Indemnitee accompanied by a written statement describing in reasonable detail the amount so payable, but not before the date that the relevant Taxes are due. Any payments made pursuant to Section 7.2(a) directly to the Indemnitee entitled thereto or Lessee, as the case may be, shall be made in immediately available funds at such bank or to such account as specified by the Mortgage Loan Borrower or otherwise available for payment on or payee in written directions to the payor, or, if no such direction shall have been given, by check of the payor payable to the order of the payee by certified mail, postage prepaid at its address as set forth in this Participation Agreement. Upon the request of any Indemnitee with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements a Tax that are Lessee is required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documentspay, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which Lessee shall be payable by each of the Noteholders furnish to such parties out Indemnitee the original or a certified copy of distributions made to them in respect a receipt for Lessee's payment of such Note), Tax or such other evidence of payment as is reasonably acceptable to such Indemnitee. Taxes imposed with respect to the Mortgage Loan pursuant Property for a billing period during which the Lease expires or terminates (provided that the Lessee surrenders possession of the Property to the Servicing Agreement (such amounts contemplated by clauses (xLessor) and (y), “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (adjusted and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, prorated on a Pro Rata daily basis between the Lessee and Pari Passu Basisthe Lessor, to whether or not such Imposition is imposed before or after such expiration or termination and each Noteholder in an amount equal to party shall pay or reimburse the accrued and unpaid interest on the Principal Balance other for each Note at the applicable Net Interest Rate; (b) secondparty's pro rata share thereof. At Lessee's request, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs indemnification payment by Lessee pursuant to subsection (a) shall be verified and certified by an independent public accounting firm mutually acceptable to Lessee and the Indemnitee. The fees and expenses of such independent public accounting firm shall be paid by Lessee unless such Noteholder including verification shall result in an adjustment in Lessee's favor of 5% or more of the payment as computed by the Indemnitee, in which case such fee shall be paid by the Indemnitee. In no event shall Lessee have the right to review the Indemnitee's tax returns or receive any unreimbursed trust fund expenses not previously reimbursed other confidential information from the Indemnitee in connection with such verification. Any information provided to such Noteholder (or paid or advanced accountants by any Servicer on Person shall be and remain the exclusive property of such Person and shall be deemed by the parties to be (and the accountants will confirm in writing that they will treat such information as) the private, proprietary and confidential property of such Person, and no Person other than such Person and the accountants shall be entitled thereto and all such materials shall be returned to such Person. Such accounting firm shall be requested to make its behalf determination within 30 days of Lessee's request for verifications and not previously paid or reimbursed) with respect the computations of the accounting firm shall be final, binding and conclusive upon Lessee and the Indemnitee. The parties agree that the sole responsibility of the independent public accounting firm shall be to verify the Mortgage Loan amount of a payment pursuant to this Participation Agreement or and that matters of interpretation ofthis Participation Agreement are not within the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product scope of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(d), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notesindependentaccounting firm's responsibilities.

Payments. All amounts tendered 8.1 The license rights granted to Repligen herein are subject to Repligen’s payment of royalties to UN according to the provisions of this Article VIII. 8.2 Upon execution of this Agreement, Repligen shall pay eighty thousand dollars ($80,000) to UM. Upon receipt by UM of a license from the Mortgage Loan Borrower or otherwise available for payment on or United States Navy pursuant to Section 5.1 above, and the inclusion of such license rights in Appendix A pursuant to Section 5.2, Repligen shall pay an additional twenty thousand dollars ($20,000) to UM. 8.3 With respect to each Royalty Quarter, Repligen shall pay UM a royalty equal to [*] of Repligen’s and Affiliates’ Net Sales of Licensed Products during such Royalty Quarter. 8.4 With respect to Combination Products, the fair market sales price of the active ingredient(s) of the discrete product(s) which are not themselves Licensed Products shall be subtracted from the selling price used to calculate Net Sales with respect to such Combination Product; provided that in the case of a Combination Product which includes one or more Licensed Products which are also sold in connection non-Combination Product form, the resulting Net Sales figure upon which UM’s royalty is based shall not be reduced to less than the normal aggregate Net Sales for such Licensed Product(s) when not sold as Combination Product. 8.5 The obligation to pay UM a royalty under this Article VIII is imposed only once with respect to the same unit of Licensed Product regardless of the number of Valid Claims or Licensed Patents covering the same; however, for purposes of determination of payments due hereunder, whenever the term Licensed Product may apply to a property during various stages of manufacture, use or sale, Net Sales’, as otherwise defined shall be derived from the sale, distribution or use of such Licensed Product by Repligen, Affiliates or Sublicensees, as ‘the case may be, at the stage of its highest invoiced value to unrelated third parties. 8.6 With respect to each Royalty Quarter, Repligen shall pay UM [*] of any royalties received during such Royalty Quarter by Repligen or Affiliate(s) with respect to Net Sales of [*] Certain information on this page has been omitted and filed separately with the Mortgage Loan Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sublicensee(s), and no other royalties with respect to such Net Sales of Sublicensee(s), except that with respect to Net Sales of Sublicensee(s) upon which Repligen or Affiliate(s) are themselves being paid a royalty by Sublicensee(s) of less than [*] of such Net Sales the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to following formula shall be applied to determine the restoration royalty payment to UM: UM’s royalty will be equal to such Net Sales of Sublicensee multiplied by a royalty rate of “R” percent where R = [*] - [*]/[*]([*] - x) and “x” can be a maximum of [*] and a minimum of [*] and is the percentage rate of royalty paid by Sublicensee(s) to Repligen or repair Affiliate(s), as the case may be, on the above described Net Sales. For example, if a particular Sublicensee is paying Repligen a royalty of [*] for Net Sales of a particular Licensed Product, then UM receives a royalty from Repligen equal to [*] of such Net Sales ([*] minus one-eighth of the Mortgaged Property or released difference between [*] and [*]). The formula is intended to the Mortgage Loan Borrower in accordance with the terms gradually reduce UM’s royalty below [*] for Net Sales of the Mortgage Loan DocumentsSublicensee(s) who are themselves paying a royalty of less than [*] on such Net Sales, and it establishes [*] as a minimum royalty rate to the extent permitted UM for such Net Sales by the REMIC ProvisionsSublicensee(s), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentincluding, if applicable, Net Sales of Combination Products as calculated in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Noteholders to such parties out of distributions made to them in respect of such Note)Section 8.4 above. 8.7 In addition, with respect to each Royalty Quarter, Repligen shall pay to UM [*] of any upfront or lump sum payments which Repligen receives during such Royalty Quarter from any Sublicensee in consideration of the Mortgage Loan pursuant to grant of its sublicense. For the Servicing Agreement (such amounts contemplated by clauses (x) and (y)purpose hereof, “Withheld Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and upfront or lump sum payments shall be not include any payment made at such times to Repligen as are set forth in the Servicing Agreement): a royalty on Net Sales of Sublicensee(s) or any Research Milestone Payment or Clinical Milestone Payment (a) first, on a Pro Rata and Pari Passu Basis, to each Noteholder in an amount equal to the accrued and unpaid interest on the Principal Balance for each Note at the applicable Net Interest Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding Principal Balances of each Note, to each Noteholder in an amount equal to the principal payments received, if any, with respect to such Payment Date with respect to the Mortgage Loan, until such Principal Balance for each Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Noteholder up to the amount of any unreimbursed costs and expenses paid by such Noteholder including any unreimbursed trust fund expenses not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Noteholder in an amount up to its pro rata interest therein, based on the product of the applicable Percentage Interest multiplied by the applicable Relative Spread; and (e) fifth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(das hereinafter defined), any remaining amount shall be paid pro rata to each Noteholder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated on a Pro Rata and Pari Passu Basis. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed on a Pro Rata and Pari Passu Basis after all amounts of interest and principal have otherwise been paid in full on all the Notes.

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

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

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