Common use of Withdrawals Clause in Contracts

Withdrawals. On each Business Day, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Servicer shall transfer all Collections processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt all amounts in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in this Indenture.

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Account (Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collateral Account within two (2) Business Days of receipt. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the date that is two (2) Business Days prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof or 2.4 for the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments following Payment Date shall be made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection accordance with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAllocation Notice.

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account and the Collateral Account, in all events in accordance with the terms and provisions of the Collection Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Collection Account (or the Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account or the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collection Account within two (2) Business Days of receipt, which amounts shall be automatically swept to the Collateral Account two (2) Business Days prior to each Payment Date absent the consent of the Agent. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the Reporting Date prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof or 2.4 for the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments following Payment Date shall be made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection accordance with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAllocation Notice.

Withdrawals. On each Business DayAt any time on or after January 1, 2020, a Member may elect to withdraw as a Member of the Company (a “Withdrawing Member”) by delivery of a written notice to the Board of Directors (the “Withdrawal Notice”), provided that (i) the Withdrawing Member is not in breach or default of this Agreement or its Master Servicer may Services Agreement at the time of withdrawal; (ii) the Withdrawing Member has provided the Company and the other Members with at least one (1) year prior written notice of the Withdrawing Member’s desire to withdraw from the appropriate Company; and (iii) the Board of Directors has determined, in good faith, that (x) the withdrawal by the Withdrawing Member is necessitated by a material change in the Withdrawing Member’s financial condition or that the Withdrawing Member suffered prolonged and consistent service problems under its Master Servicer Custodial Account Services Agreement, and (y) a withdrawal by the Withdrawing Member would not reasonably be anticipated to result in undue hardship to the extent remaining Members. The Board of Directors will notify the funds therein are not investedWithdrawing Member whether it has made the determination required under clause (iii) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only of the preceding sentence within 90 days following receipt of the Withdrawal Notice. Upon delivery of the Withdrawal Notice to the extent Board of Directors by such late paymentWithdrawing Member, Liquidation Proceeds or Insurance Proceeds). On or prior all rights and benefits attributable to each Master Servicer Remittance Date, the Master Servicer shall remit Membership Interest held by such Withdrawing Member will be suspended unless and until such Withdrawing Member delivers a written notice to the Board of Directors that it no longer desires to withdraw from the funds in Company. During the Master Servicer Custodial Account by wire transfer suspension period, (A) neither the Withdrawing Member nor its representative on the Board of Directors, if any, will have any voting or as otherwise instructed by the Trustee) in immediately available funds other rights attributable to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: its Membership Interest (other than (i) all Monthly Payments received by its rights under Section 12.2 to approve any amendments, modifications or waivers to this Agreement that would adversely affect in any material respect the Master Servicer during the preceding Due PeriodWithdrawing Member disproportionately to any other Member similarly situated, whether paid by the Borrower or advanced by a Servicerand (ii) its right to receive its share of Distributions under Article IV), the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee Withdrawing Member will not be required to make any Capital Contributions required under Section 3.1 that are first approved by the Board of Directors during the suspension period. Upon a withdrawal pursuant to this Section 11.3, the Withdrawing Member shall be entitled to receive an aggregate amount equal to the extent paid by positive balance in its Capital Account, if any; less the Borrower or advanced by cost associated with descaling the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all Company’s business and other payments received by the Master Servicer exit costs incurred in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Periodsuch withdrawal, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received as determined by the Master Servicer Board of Directors, in good faith. Upon any such withdrawal, the Withdrawing Member will be required to cease using the Coke One North America (net CONA) information technology platform (and any other services provided by the Company at such time) and shall have no right, title or interest in any software or other intellectual property related thereto; provided, however, that the Board of Directors may, in its discretion, elect to continue to provide the Withdrawing Member with access to the Company’s services on such terms and conditions as the Board of Directors may determine in its sole discretion. The Board of Directors may, in its sole discretion, direct the Officers of the Master Servicing Fee attributable theretoCompany to use reasonable efforts to assist a Withdrawing Member in connection with the transition to a new information technology system (if applicable); and (iv) , provided that the Purchase Price Company shall not be required to incur any out-of-pocket expenses unless reimbursed by the Withdrawing Member or to devote significant man-hours unless approved by the Board of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansDirectors.

Withdrawals. On each Business DayEach Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to the Company that none of the members of the MHR Group were aware of at the time of the Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the MHR Group was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if the Company has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then the Company shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is four (4) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clause (X) and this clause (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (x) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business Day, the Master Servicer (a) Withdrawals may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously be made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed upon receipt by the Trustee) Bank of withdrawal Instructions satisfactory to it and the Customer shall be liable on all such Instructions irrespective of whether the relevant Account is in immediately available funds to credit or otherwise. Except with the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum prior written consent of the following: (i) all Monthly Payments Bank, no withdrawal may be made otherwise than in writing and signed in accordance with specimen signatures and authorizations received by the Master Servicer during Bank. Any arrangements entered into with the preceding Due PeriodBank for withdrawal orders to be otherwise than in writing shall be at the sole risk of the Customer and the Bank shall not be liable for any Losses incurred or suffered by the Customer arising from or in connection with such arrangements, in respect of which the Customer shall fully indemnify the Bank against any loss, damage, expense or liability which the Bank may incur or suffer, whether directly or indirectly. (b) Once a transfer order has been delivered to the Bank, no subsequent request by the Customer for cancellation, withdrawal or amendment of the order will be accepted unless the Bank in its discretion decides otherwise. (c) Deposits of cheques and other instruments shall not be available for withdrawal until the actual proceeds thereof have been collected by the Bank. (d) Moneys standing to the Customer’s credit in the Account shall be withdrawable in cash or by way of demand draft, mail or cable transfer at the Customer’s risk, at the Bank’s option. The Customer is not entitled to draw on another Affiliate of the Bank. (e) In the event that the Bank receives instructions for several payments or other transactions which in the aggregate would exceed the amount of the credit balance in the Customer’s Account of any authorised limit in respect thereof it shall be entitled at its discretion to select which transaction or transactions shall be executed, without reference to the date of despatch or time of receipt of the Customer’s instructions. (f) Withdrawal from foreign currency accounts shall be made only by the Bank’s drafts or telegraphic transfers in the currency of the Account at the Customer’s request in writing or by authenticated cable. Such request may be in the form of a sight draft drawn upon the Bank. The Bank may, at its sole option, pay the Customer in any such currency as may then be in local circulation. (g) The Bank may use such rate of exchange for currency conversion as the Bank deems fit when the Customer instructs the Bank to credit the Account with the Hong Kong dollar equivalent of any foreign currency deposit. (h) The Bank shall not be required to return any Instruments drawn on any Account which have been honoured and paid by the Borrower or advanced by a Servicer, Bank and the Master Servicer, Bank may retain them for as long as the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) Bank considers appropriate and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansmay destroy them thereafter.

Withdrawals. On each Business DayAny Holder having notified or directed the Company to include any or all of such Holder’s Registrable Securities in a registration statement pursuant to Section 2(a)(i) or Section 2(b) hereof shall have the right to withdraw such notice or direction with respect to any or all of the Registrable Securities designated for registration thereby by giving written notice to such effect to the Company at least five business days prior to the anticipated effective date of such registration statement. In the event of any such withdrawal, the Master Servicer Company shall amend such registration statement and take such other actions as may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein be necessary so that such Registrable Securities are not invested) included in the applicable registration statement and not sold pursuant thereto, and such Registrable Securities shall continue to be Registrable Securities in accordance herewith. In the event of any Non-Recoverable Advance and any Advance previously made such withdrawal with respect to a Mortgage Loan direction pursuant to Section 2(a)(i), the Holders, at their option, may elect (i) to pay the Registration Expenses incurred for such Holder as a result of such Holder’s inclusion of its Registrable Securities in a registration statement pursuant to which a late paymentSection 2(a)(i) or 2(b) hereof, Liquidation Proceeds or Insurance Proceeds have been received (but only incurred in connection with the registration statement so withdrawn prior to the extent date such written notice of withdrawal is given, in which event such direction shall not be deemed to have utilized one of the two occasions on which Holders may demand registration pursuant to Section 2(a)(i) not to pay such Registration Expenses, in which event such direction shall be deemed, notwithstanding such withdrawal, to have utilized one of such late payment, Liquidation Proceeds or Insurance Proceeds)occasions. On or prior to each Master Servicer Remittance Date, No such withdrawal shall affect the Master Servicer shall remit from obligations of the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount Company with respect to each Mortgage Loan equal to Registrable Securities not so withdrawn; provided, however, that in the sum case of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required registration pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i2(a)(i) hereof, net if such withdrawal shall reduce the total market value of the Master Servicing Fee; Registrable Securities to be registered (iiior, if applicable, the proposed maximum aggregate offering price thereof) all other payments received below $5,000,000, then the Company shall, prior to the filing or effectiveness, as appropriate, of such registration statement, give each Holder of Registrable Securities so to be registered notice, referring to this Agreement, of such fact and, within 10 business days following the giving of such notice, either the Company or the Holders of a majority of such Registrable Securities may, by written notice to each Holder of such Registrable Securities or the Company, as the case may be, elect that such registration statement not be filed or, if it has theretofore been filed, that it be withdrawn. During such 10-business day period, the Company shall not file such registration statement or, if it has theretofore been filed, shall use its reasonable best efforts not to permit it to become effective. In the event of any election contemplated by the Master Servicer in connection with any unscheduled principal payments or recoveries on proviso to the Mortgage Loans during the second preceding Prepayment Periodsentence, including Liquidation Proceeds and Insurance Proceeds, together, no registration statement with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during Registrable Securities shall thereafter be filed with the preceding month, Commission without compliance with any interest thereon received by the Master Servicer (net all of the Master Servicing Fee attributable thereto); and (ivprocedures set forth in Section 2(a)(i) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loanshereof.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Supplement and the information most recently delivered to the Trustee pursuant to Section 8.01; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Master Servicer may withdraw regarding withdrawals or transfers of funds from the appropriate Collection Account, in all events in accordance with the provisions of this Supplement and the information most recently delivered pursuant to Section 8.01. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Dateforegoing sentence, the Master Servicer shall remit from provide the funds in Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds next Servicer’s Monthly Report to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received be delivered by the Master Servicer during following the preceding Due Period, whether paid date of such withdrawal or transfer (or in such earlier written notice as may be required by the Borrower Trustee from the Master Servicer from time to time). Notwithstanding anything therein to the contrary, the Trustee shall be entitled to make withdrawals or advanced order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by a Servicerthe Trustee in connection with any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) shall transfer all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received Collections processed by the Master Servicer to the Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt all amounts in connection with any unscheduled principal payments or recoveries on the Mortgage respect of releases of Series 2002-1 Pledged Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in this Supplement.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee and the Swap Counterparty with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business Daya daily basis, the Master Servicer may withdraw from ----------- the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan Asset as to which a late payment, Liquidation Insurance Proceeds or Insurance Liquidation Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds)received. On or prior to each the Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the each Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum aggregate of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether or not paid by the Borrower Borrower, or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower and (B) the Master Servicing Fee (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement3.05) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that and which were not paid or advanced pursuant to Section Subsection 3.01(c)(i) hereof), net of the Master Servicing FeeFee after payment of Month End Interest required pursuant to Section 3.05; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans Assets during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding calendar month, with any interest thereon received by the Master Servicer (net of less the Master Servicing Fee attributable theretothereto after payment of Month End Interest required pursuant to Section 3.05); and (iv) the The Purchase Price of any Mortgage Loans Assets purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAsset.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee, the Insurer and the Swap Counterparty with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business Day, the Master Servicer (a) Withdrawals may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously be made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed upon receipt by the Trustee) Bank of withdrawal Instructions satisfactory to it and the Customer shall be liable on all such Instructions irrespective of whether the relevant Account is in immediately available funds to credit or otherwise. Except with the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum prior written consent of the following: (i) all Monthly Payments Bank, no withdrawal may be made otherwise than in writing and signed in accordance with specimen signatures and authorizations received by the Master Servicer during Bank. Any arrangements entered into with the preceding Due PeriodBank for withdrawal orders to be otherwise than in writing shall be at the sole risk of the Customer and the Bank shall not be liable for any Losses incurred or suffered by the Customer arising from or in connection with such arrangements, in respect of which the Customer shall fully indemnify the Bank against any loss, damage, expense or liability which the Bank may incur or suffer, whether directly or indirectly. (b) Once a transfer order has been delivered to the Bank, no subsequent request by the Customer for cancellation, withdrawal or amendment of the order will be accepted unless the Bank in its discretion decides otherwise. (c) Deposits of cheques and other instruments shall not be available for withdrawal until the actual proceeds thereof have been collected by the Bank. (d) Moneys standing to the Customer’s credit in the Account shall be withdrawable in cash or by way of demand draft, mail or cable transfer at the Customer’s risk, at the Bank’s option. The Customer is not entitled to draw on another Affiliate of the Bank. (e) In the event that the Bank receives instructions for several payments or other transactions which in the aggregate would exceed the amount of the credit balance in the Customer’s Account of any authorised limit in respect thereof it shall be entitled at its discretion to select which transaction or transactions shall be executed, without reference to the date of despatch or time of receipt of the Customer’s instructions. (f) Withdrawal from foreign currency accounts shall be made only by the Bank’s drafts or telegraphic transfers in the currency of the Account at the Customer’s request in writing or by authenticated cable. Such request may be in the form of a sight draft drawn upon the Bank. The Bank may, at its sole option, pay the Customer in any such currency as may then be in local circulation. (g) The Bank may use such rate of exchange for currency conversion as the Bank deems fit when the Customer instructs the Bank to credit the Account with the Singapore dollar equivalent of any foreign currency deposit. (h) The Bank shall not be required to return any Instruments drawn on any Account which have been honoured and paid by the Borrower or advanced by a Servicer, Bank and the Master Servicer, Bank may retain them for as long as the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) Bank considers appropriate and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansmay destroy them thereafter.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8. 1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business DayTo the extent funds are available in the Concentration Account, the Master Servicer may Trustee shall withdraw from the appropriate Master Concentration Account and pay, remit, or transfer as and when instructed by the Debtor in writing (except as to amounts under clauses (A) and (C) below) or otherwise as directed by an order of a court of competent jurisdiction the following amounts in the following order of priority (any funds not so transferred or paid are to remain in the Concentration Account until subsequently applied pursuant to this Section 5.11(a)(ii)): (A) To pay to the Trustee, the amount of its fee due and payable for performing services under this Note Agreement and any supplemental note agreements and expenses incurred in connection therewith relating to the Notes (Series I); (B) Any amounts specifically identified by the Debtor or the Servicer Custodial in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a Lock Box Account, in error, (II) deposited in the Concentration Account with respect to property that does not constitute Collateral, Permitted Investments, proceeds from the issuance of the Notes or proceeds thereof, or (III) deposited in the Concentration Account with respect to Assets that are pledged to secure Senior Indebtedness to the extent that such monies are required by the funds therein are not investedterms of the Senior Indebtedness to be held in a separate trust; (C) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only To transfer to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance DateNote Payment Account, the Master Servicer shall remit from the funds amounts specified in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following:Section 5.11(c)(i); (iD) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required Following each deposit pursuant to Section 3.05 hereof 5.11(a)(i)(A) or each exchange of a Note pursuant to Section 2.01(f), to pay, as directed by the Debtor in writing, to the applicable Broker/Dealer or other selling agent any related sales expenses and commissions or to the Debtor to reimburse the Debtor for its payment of such sales expenses and commissions; (E) As directed in writing by the Debtor from time to time, amounts for the purchase of Eligible Receivables, Assets, or both, provided that the Trustee has received a duly authorized and executed certification substantially in the form of Exhibits A-1 or A-2, as applicable, to this Note Agreement; (F) As certified in writing by the Debtor to the Trustee from time to time, the fee then payable to Administrator for services performed under the Administration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (iiG) all Monthly Payments made by To pay to the Debtor, the amount of the reserve account balance of a Borrower after their Due Date Health Care Provider that were not paid or advanced the Debtor certifies to the Trustee in writing that the Debtor is required to return pursuant to the related Purchase Documents; (H) To pay amounts to the Debtor pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee5.11(h); (iiiI) all other payments received by Invest the Master Servicer remaining amounts promptly in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoPermitted Investments as provided in Section 5.11(e); and (ivJ) Withdraw and pay to the Purchase Price Debtor all of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any remaining amounts due the Servicer or the Master Servicer on account upon termination of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Note Agreement.

Withdrawals. On each Business Day, Any Holder having notified or directed the Master Servicer may Company to include any or all of his or its Eligible Securities in a registration statement pursuant to Article III or IV hereof shall have the right to withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made such notice or direction with respect to a Mortgage Loan as any or all of the Eligible Securities designated for registration thereby by giving written notice to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only such effect to the extent Company at least two business days prior to the anticipated effective date of such late payment, Liquidation Proceeds or Insurance Proceeds)registration statement. On or prior to each Master Servicer Remittance DateIn the event of any such withdrawal, the Master Servicer Company shall remit from the funds amend such registration statement and take such other actions as may be necessary so that such Eligible Securities are not included in the Master Servicer Custodial Account applicable registration and not sold pursuant thereto, and such Eligible Securities shall continue to be Eligible Securities in accordance herewith; and in the case of a registration pursuant to Article III hereof, the Withdrawing Holder shall be responsible for assuming that portion of the Company's expenses in connection with such registration as equals the portion of Eligible Securities originally to be sold pursuant to such registration which were to be sold by wire transfer (or as otherwise instructed by Withdrawing Holder, provided, however, that if the Trustee) in immediately available funds Company causes a postponement pursuant to Section 5.3 hereof of the Asset Proceeds Account an amount Eligible Securities originally to be sold pursuant to such registration, the Withdrawing Holder shall not be responsible for assuming any of the Company's expenses for its Eligible Securities withdrawn pursuant to this Section 5.4 which were subject to such postponement. No such withdrawal shall affect the obligations of the Company with respect to each Mortgage Loan equal Eligible Securities not so withdrawn, provided, however, that in the case of a registration pursuant to Article III hereof, if such withdrawal shall reduce the total number of the Eligible Securities to be registered so that the requirements set forth in Section 3.1(a) are not satisfied, then the Company shall, prior to the sum filing of the following: such registration statement or, if such registration statement (iincluding any amendment thereto) all Monthly Payments received by the Master Servicer during the preceding Due Periodhas therefore been filed, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer prior to the extent paid by the Borrower (net filing of any payments on account further amendment thereto, give each Holder of Month End Interest required pursuant Eligible Securities so to Section 3.05 hereof be registered notice, referring to this Agreement, of such fact and, within ten business days following the giving of such notice, either the Company or the Servicing Agreement) and (B) the Master Servicing Fee Holders of a majority of such Eligible Securities may, by written notice to the extent paid by the Borrower or advanced by the Servicer each Holder of such Eligible Securities or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date Company, as the case may be, elect that were such registration statement not paid or advanced pursuant to Section 3.01(c)(i) hereofbe filed or, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Periodif it has therefore been filed, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthat it be withdrawn.

Withdrawals. On each Business DayAny Holder having notified or directed the Company to include any or all of his or its Registrable Securities in a registration statement pursuant to Section 2(a) or 2(b) hereof shall have the right to withdraw such notice or direction with respect to any or all of the Registrable Securities designated for registration thereby by giving written notice to such effect to the Company at least five business days prior to the anticipated effective date of such registration statement. In the event of any such withdrawal, the Master Servicer Company shall amend such registration statement and take such other actions as may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein be necessary so that such Registrable Securities are not invested) included in the applicable registration and not sold pursuant thereto, and such Registrable Securities shall continue to be Registrable Securities in accordance herewith. In the event of any Non-Recoverable Advance and any Advance previously made such withdrawal with respect to a Mortgage Loan direction pursuant to Section 2(a), the Holders, at their option, may elect (i) to pay the Registration Expenses (as defined in Section 4 hereof) incurred for such Holder as a result of such Holder's inclusion of his, her or its Registrable Securities in a registration statement pursuant to which a late paymentSection 2(a) or 2(b) hereof, Liquidation Proceeds or Insurance Proceeds have been received (but only incurred in connection with the registration statement so withdrawn prior to the extent date such written notice of withdrawal is given, in which event such direction shall not be deemed to have utilized one of the two occasions on which Holders may demand registration pursuant to Section 2(a) or (ii) not to pay such Registration Expenses, in which event such direction shall be deemed, notwithstanding such withdrawal, to have utilized one of such late payment, Liquidation Proceeds or Insurance Proceeds)occasions. On or prior to each Master Servicer Remittance Date, No such withdrawal shall affect the Master Servicer shall remit from obligations of the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount Company with respect to each Mortgage Loan equal to Registrable Securities not so withdrawn; provided, however, that in the sum case of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required registration pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i2(a) hereof, net if such withdrawal shall reduce the total market value of the Master Servicing Fee; Registrable Securities to be registered (iiior, if applicable, the proposed maximum aggregate offering price thereof) all other payments received below $15 million, then the Company shall, prior to the filing or effectiveness, as appropriate, of such registration statement, give each Holder of Registrable Securities so to be registered notice, referring to this Agreement, of such fact and, within ten business days following the giving of such notice, either the Company or the Holders of a majority of such Registrable Securities may, by written notice to each Holder of such Registrable Securities or the Company, as the case may be, elect that such registration statement not be filed or, if it has theretofore been filed, that it be withdrawn. During such ten business day period, the Company shall not file such registration statement or, if it has theretofore been filed, shall use its reasonable best efforts not to permit it to become effective. In the event of any election contemplated by the Master Servicer in connection with any unscheduled principal payments or recoveries on proviso to the Mortgage Loans during the second preceding Prepayment Periodsentence, including Liquidation Proceeds and Insurance Proceeds, together, no registration statement with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during Registrable Securities shall thereafter be filed with the preceding month, Commission without compliance with any interest thereon received by the Master Servicer (net all of the Master Servicing Fee attributable thereto); and (ivprocedures set forth in Section 2(a) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loanshereof.

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Account (Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collateral Account within two (2) Business Days of receipt. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the date that is two (2) Business Days prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in 41 the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof or 2.4 for the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments following Payment Date shall be made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection accordance with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAllocation Notice.

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Account (Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such 34 withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collateral Account within two (2) Business Days of receipt. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the date that is two (2) Business Days prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof or 2.4 for the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments following Payment Date shall be made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection accordance with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAllocation Notice.

Withdrawals. On Upon satisfaction or completion of the conditions precedent referred to in the above third clause, “CEMEX”, [acting] trough the TRUST, may carry out multiple withdrawals of the LOAN, subject to the following: Due to the fact that the right and interest of CEMEX to make withdrawals of the LOAN shall be contributed into the TRUST, “CEMEX” hereby irrevocably instructs “BANOBRAS”, prior request made to that end by the trustee, to pay directly to the TRUST the relevant withdrawal amounts. The determination of the amount of the LOAN to be withdrawn shall me made by “BANOBRAS”, pursuant to: i) its internal policies relating to the determination of the maximum amount to be withdrawn in each Business Daywithdrawal period; and ii) pursuant to the last paragraph of the first clause above. The amount of the LOAN to be withdrawn shall be notified by “BANOBRAS” to the trustee of the TRUST, with copy served to “CEMEX”. For each withdrawal the trustee of the TRUST desires to make on the account of the LOAN, [the trustee] shall provide the relevant request to “BANOBRAS” prior to the date it wishes to dispose the LOAN, and such request shall contain the amount to be withdrawn, as determined by “BANOBRAS” consistent with the terms of the preceding paragraph, the Master Servicer may withdraw from name of the appropriate Master Servicer Custodial Account (banking institution, the account number to the extent which “BANOBRAS” shall deposit the funds therein are not invested) any Non-Recoverable Advance so requested, the branch number and any Advance previously made with respect to a Mortgage Loan location, and the Standardized Banking Code (▇▇▇▇▇), as to which a late payment, Liquidation Proceeds or Insurance Proceeds applicable. The request shall have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed previously approved by the Trustee) in immediately available agent or agents of the trustee of the TRUST, provided that such agents shall have properly substantiated their authority. The foregoing shall be a condition for “BANOBRAS” to effect the relevant disbursement. Therefore, “CEMEX” expressly agrees and acknowledges that withdrawals of the LOAN shall have been deemed to have made for the amounts “BANOBRAS” funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to trustee and into the sum TRUST, and covenants that the provisions of this clause shall not be contested in the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansfuture.

Withdrawals. The Cash Administrator may, from time to time, make withdrawals on behalf of the Issuer from the Transaction Account but not otherwise provided that any such withdrawals shall not result in any of the Bank Accounts becoming or remaining overdrawn. It is hereby agreed that no payment or transfer (save for Swap Excluded Payable Amounts) may be made under this Clause 4.3 (Payments out of the Bank Accounts Prior to Enforcement) for so long as an Enforcement Notice has not been delivered. Subject to Clause 4.3.1 but otherwise notwithstanding the security rights created in favour of the Trustee by or pursuant to the Deed of Charge, it is hereby agreed that on each Determination Date immediately preceding an Interest Payment Date other than the Determination Date immediately preceding the Final Maturity Date of all of the Notes of the latest maturing class, the Cash Administrator shall determine the aggregate amount of the amounts comprising items (a) to (f) (inclusive) of the definition of Available Revenue Funds as at such Determination Date. On each Business Day, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Interest Payment Date, the Master Servicer shall remit Available Revenue Funds may be withdrawn from the funds Transaction Account to make the payments, transfers and provisions, in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed amounts calculated by the TrusteeCash Administrator to be required in accordance with the Pre-Enforcement Revenue Priority of Payments. It is hereby agreed that on any date, the following payments may be made from the Transaction Account and/or the Swap Collateral Accounts by the Cash Administrator: to make Authorised Investments in accordance with Clause 6 (Authorised Investments) as directed in immediately available funds writing by the Issuer and to pay all normal costs and expenses incurred in connection with the making or realisation of any Authorised Investment (including, but not limited to, any cost or expense incurred by the Cash Administrator in relation to processing such Authorised Investment); other than on an Interest Payment Date when the provisions of Clause 4.3.3 shall apply, to pay when due and payable any amounts due and payable by the Issuer to third parties and incurred without breach by the Issuer of the Trust Deed and not provided for payment elsewhere in this Clause 4.3.4; to pay from amounts standing to the Asset Proceeds Account an amount with respect credit of the Issuer Profit Ledger any corporation tax liability of the Issuer and to each Mortgage Loan equal satisfy the payment of any dividend which the Issuer may have declared; to pay any premium to a replacement Swap Counterparty; to pay any Swap Excluded Payable Amount to the sum of the following: (i) all Monthly Payments Swap Counterparty; to pay any amounts equivalent to any Mortgage Early Redemption Amounts received by the Master Issuer to the Certificateholders (such amounts as set out in the Servicer during the preceding Due Period, whether paid Report to be provided by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Cash Administrator). If for whatever reason, an incorrect payment is made to any party entitled thereto (including the Borrower (net Noteholders of any payments on account of Month End Interest required Class and/or the Certificateholders) pursuant to Section 3.05 hereof the Pre-Enforcement Revenue Priority of Payments and/or the Pre-Enforcement Principal Priority of Payments, the Cash Administrator will rectify the same by increasing or reducing payments to such party (including the Servicing AgreementNoteholders of any Class and/or the Certificateholders), as appropriate, on each subsequent Interest Payment Date or Interest Payment Dates (if applicable) and (B) the Master Servicing Fee to the extent paid required to correct the same in accordance with the applicable Priorities of Payment. Where such an adjustment is required to be made, the Cash Administrator will notify Noteholders and/or Certificateholders (as applicable) of the same in accordance with the terms of Notes Conditions 6 (Incorrect Payments) and 13 (Notice to Noteholders). Neither the Issuer nor the Cash Administrator will have any liability to any person for making any such correction. It is hereby agreed that if any amount is deducted from the Collection Account in accordance with the Collection Account Agreements which causes a debit balance to arise on that account (the debit balance being an "Overdraft") and the Overdraft is not reduced to zero by any amount subsequently credited to the Borrower or advanced by Collection Account within one Business Day of the Overdraft arising, the Cash Administrator may, upon request from the Servicer or at close of business on the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant relevant Business Day and subject to Section 3.01(c)(i) hereofthe relevant payment instruction provisions in the Bank Agreement, net transfer an amount equal to the outstanding Overdraft from the Transaction Account to the Collection Account to reduce the Overdraft to zero, subject to sufficient funds standing to the credit of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansTransaction Account being available for that purpose.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8. 1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee and the Swap Counterparty with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Servicer shall transfer all Collections processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business Daya. From time to time during the term of this Agreement, the Master Servicer Client may give written notice to IGASC (which notice shall be given solely through IGASC’s website and subject to the procedures set forth thereon) of its intention to withdraw Product from the appropriate Master Servicer Custodial Account. Such written notice shall (a) specify the Metal, Form and Characteristics for each item of Product, with a total number of units for each item of Product, as the case may be, to be withdrawn from the Account, (b) specify the business day upon which the Client wishes the Product to be withdrawn from the Account (the “Withdrawal Date”), and (c) contain the name and address to which the withdrawn Product should be delivered by the Depository. Such written notice must be given to IGASC at least five (5) business days prior to the extent Withdrawal Date. Upon IGASC’s receipt of such written notice, IGASC shall confirm such written withdrawal instructions by contacting the funds therein Client. On the Withdrawal Date, IGASC will cause the Depository to release such Product from the Account and cause the delivery of the withdrawn Product in accordance with the Client’s written notice. Neither IGASC nor the Depository can guarantee that the Product will be delivered to the Client or the Client’s designees on any particular date. The Client shall pay the fees and costs for delivering the Product from the Depository to the Client or the Client’s designees, which fees and costs are set forth on the attached Fee Schedule. b. In the event a discrepancy is identified by the Client related to such withdrawn Product, the Client will send a written notification to IGASC of such discrepancy within fifteen (15) days of the date of the Client’s (or its designee’s) receipt of such Product, and, in the event Client properly delivers such notice of discrepancy, the Parties shall endeavor in good faith to determine the cause of and resolve the dispute. If the Parties cannot investedagree on the resolution of the dispute within sixty (60) days after the date of the Client’s written notice of discrepancy, the dispute shall be submitted to arbitration in accordance with Section 18. Unless such notice is given as herein stated all claims that would be the subject of such notice shall be deemed waived. No arbitration, action, suit or other proceeding to recover any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds loss shall be brought against IGASC unless notice shall have been received given within the timeframe set forth in this Section 5.b and unless such action, suit or proceeding shall have been commenced within one (but only 1) year from the date the claim was made. c. Investment Gold and Silver must remain in the depository for a minimum of 90 days according to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds)Law. On or prior In order to each Master Servicer Remittance Datewithdraw precious metals tax free, the Master Servicer shall remit from physical bullion must be collected physically in person by the funds Client in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum presence of the following: (i) all Monthly Payments received by depository agent, located inside the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum City of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansEilat. A professional armed escort can be provided if requested.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Supplement and the information most recently delivered to the Trustee pursuant to Section 8.01; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Master Servicer may withdraw regarding withdrawals or transfers of funds from the appropriate Collection Account, in all events in accordance with the provisions of this Supplement and the information most recently delivered pursuant to Section 8.01. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Dateforegoing sentence, the Master Servicer shall remit from provide the funds in Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds next Servicer's Monthly Report to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received be delivered by the Master Servicer during following the preceding Due Period, whether paid date of such withdrawal or transfer (or in such earlier written notice as may be required by the Borrower Trustee from the Master Servicer from time to time). Notwithstanding anything therein to the contrary, the Trustee shall be entitled to make withdrawals or advanced order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by a Servicerthe Trustee in connection with any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) shall transfer all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received Collections processed by the Master Servicer to the Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt all amounts in connection with any unscheduled principal payments or recoveries on the Mortgage respect of releases of Series 2002-1 Pledged Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in this Supplement.

Withdrawals. On each Business DayAt any time on or after January 1, 2020, a Member may elect to withdraw as a Member of the Company (a “Withdrawing Member”) by delivery of a written notice to the Board of Directors (the “Withdrawal Notice”), provided that (i) the Withdrawing Member is not in breach or default of this Agreement or its Master Servicer may Services Agreement at the time of withdrawal; (ii) the Withdrawing Member has provided the Company and the other Members with at least one (1) year prior written notice of the Withdrawing Member’s desire to withdraw from the appropriate Company; and (iii) the Board of Directors has determined, in good faith, that (x) the withdrawal by the Withdrawing Member is necessitated by a material change in the Withdrawing Member’s financial condition or that the Withdrawing Member suffered prolonged and consistent service problems under its Master Servicer Custodial Account Services Agreement, and (y) a withdrawal by the Withdrawing Member would not reasonably be anticipated to result in undue hardship to the extent remaining Members. The Board of Directors will notify the funds therein are not investedWithdrawing Member whether it has made the determination required under clause (iii) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only of the preceding sentence within 90 days following receipt of the Withdrawal Notice. Upon delivery of the Withdrawal Notice to the extent Board of Directors by such late paymentWithdrawing Member, Liquidation Proceeds or Insurance Proceeds). On or prior all rights and benefits attributable to each Master Servicer Remittance Date, the Master Servicer shall remit Membership Interest held by such Withdrawing Member will be suspended unless and until such Withdrawing Member delivers a written notice to the Board of Directors that it no longer desires to withdraw from the funds in Company. During the Master Servicer Custodial Account by wire transfer suspension period, (A) neither the Withdrawing Member nor its representative on the Board of Directors, if any, will have any voting or as otherwise instructed by the Trustee) in immediately available funds other rights attributable to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: its Membership Interest (other than (i) all Monthly Payments received by its rights under Section 12.2 to approve any amendments, modifications or waivers to this Agreement that would adversely affect in any material respect the Master Servicer during the preceding Due PeriodWithdrawing Member disproportionately to any other Member similarly situated, whether paid by the Borrower or advanced by a Servicerand (ii) its right to receive its share of Distributions under Article IV), the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee Withdrawing Member will not be required to make any Capital Contributions required under Section 3.1 that are first approved by the Board of Directors during the suspension period. Upon a withdrawal pursuant to this Section 11.3, the Withdrawing Member shall be entitled to receive an aggregate amount equal to the extent paid by positive balance in its Capital Account, if any; less the Borrower or advanced by cost associated with descaling the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all Company’s business and other payments received by the Master Servicer exit costs incurred in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Periodsuch withdrawal, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received as determined by the Master Servicer Board of Directors, in good faith. Upon any such withdrawal, the Withdrawing Member will be required to cease using the Coke One North America (net CONA) information technology platform (and any other services provided by the Company at such time) and shall have no right, title or interest in any software or other intellectual property related thereto; provided, however, that the Board of Directors may, in its discretion, elect to continue to provide the Withdrawing Member with access to the Company’s services on such terms and conditions as the Board of Directors may determine in its sole discretion. The Board of Directors may, in its sole discretion, direct the Officers of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable Company to such Mortgage Loans.use reasonable efforts to assist a Withdrawing

Withdrawals. On each Business Day, the Master Servicer The Borrower may withdraw funds from the appropriate Master Servicer Custodial Loan Account (subject to the extent satisfaction or waiver of the funds therein are not investedfollowing conditions. (a) any Non-Recoverable Advance The Administrative Agent and any Advance previously made with respect to Required Lenders shall have received a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received withdrawal certificate from an Authorized Representative of the Borrower in the form of Exhibit D (but only the “Withdrawal Certificate”) no later than 12:00 p.m. (Noon) no later than one (1) Business Day prior to the extent proposed date of such late payment, Liquidation Proceeds or Insurance Proceeds)withdrawal. On or prior to each Master Servicer Remittance Date, the Master Servicer Each Notice of Withdrawal shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: include (i) all Monthly Payments received by the Master Servicer during relevant account(s) to which, and/or persons to whom, such transfer is to be made from the preceding Due PeriodLoan Account, whether paid by (ii) the Borrower amount requested to be withdrawn or advanced by a Servicertransferred from the Loan Account and the proposed date of withdrawal or transfer, the Master Servicer, the Trustee or an Insurer, minus the sum of and (iii) (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net a certification that no Default or Event of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Default has occurred nor is continuing under this Agreement) , and (B) the Master Servicing Fee disbursements to the extent paid be made by the Borrower shall be used solely for the purposes described in the Withdrawal Certificate and in a manner consistent with the DIP Budget. (b) Subject to Section 5.01 and Section 5.02, and the other terms and conditions set forth herein, the Administrative Agent shall honor instructions received from the Borrower in the form of a Withdrawal Certificate unless and until the Administrative Agent receives notice of the occurrence and continuation of an Event of Default. On and after the date of receipt of such a notice, the Borrower shall have no right to request withdrawals from the Loan Account and the Administrative Agent shall not honor such requests until such Event of Default has been waived or advanced cured or otherwise is no longer continuing; provided, that with the consent of the Required Lenders, the Borrower may make a withdrawal to fund the Carve-Out as contemplated by the Servicer DIP Order; provided, further, that the Administrative Agent shall not be liable for (A) any disbursement made pursuant to instructions from the Borrower or (B) irrevocable electronic funds transfers or wire transfers that are subject to cut-off times, in each case, that were processed prior to receipt of such notice. (c) Each submission by the Master Servicer; Borrower to the Administrative Agent of a Withdrawal Certificate shall be deemed to constitute a representation and warranty by the Borrower that the conditions set forth in Section 5.01 and Section 5.02 have been satisfied as of the date of the withdrawal. With respect to any disbursement, withdrawal, transfer, or application of funds from the Loan Account hereunder, the Administrative Agent shall be entitled to conclusively rely upon, and shall be fully protected in relying upon, (i) any Withdrawal Certificate submitted by the Borrower and (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant any instructions from the Required Lenders. Notwithstanding anything herein to Section 3.01(c)(i) hereofthe contrary, net the Administrative Agent shall have no obligation to fund any amount in excess of the Master Servicing Fee;amounts then held in the Loan Account. (iiid) all other payments received Notwithstanding any provisions to the contrary herein, while an Event of Default has occurred and is continuing, upon receiving written instructions from the Required Lenders, the Administrative Agent shall apply or direct the application of any cash balance then on deposit in or credited to the Loan Account to the payment of the Obligations in accordance with Section 4.08 and/or to fund the Carve-Out as contemplated by the Master Servicer DIP Order. (e) To the extent any Withdrawal Certificate is submitted to the Administrative Agent and the applicable conditions set forth in connection with any unscheduled principal payments or recoveries on Section 5.01, Section 5.02 and this Section 5.03 shall have been satisfied, the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect Administrative Agent agrees to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received promptly execute such documents required by the Master Servicer Custodian (net of as defined in that certain Account Control Agreement, by and among the Master Servicing Fee attributable thereto); and (ivCollateral Agent, the Borrower and Wilmington Trust, National Association, as custodian) so as not to inhibit the Purchase Price of any Mortgage Loans purchased Borrower’s ability to withdrawal such funds from the Trust during Loan Account in accordance with the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account terms of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Agreement.

Withdrawals. On each Business Day, The Cash Manager may make withdrawals: (a) on behalf of the Master Servicer may withdraw Mortgages Trustee from the appropriate Master Servicer Custodial Account Mortgages Trustee GIC Account; and (to the extent the funds therein are not investedb) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent on behalf of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit Funding from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the followingFunding GIC Account, but only: (i) all Monthly Payments received by with the Master Servicer during prior consent of the preceding Due Period, whether paid by Security Trustee following receipt of a request for withdrawal in writing from the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum Cash Manager on behalf of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer;Funding; and (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net until receipt of the Master Servicing Fee; (iii) all other payments received an Intercompany Loan Enforcement Notice served by the Master Servicer in connection Security Trustee on Funding (with any unscheduled principal payments or recoveries on a copy to the Mortgage Loans during Cash Manager and the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoMortgages Trustee); and (ivc) the Purchase Price on behalf of any Mortgage Loans purchased Funding from the Funding Transaction Account, but only until receipt of an Intercompany Loan Enforcement Notice served by the Security Trustee on Funding (with a copy to the Cash Manager and the Mortgages Trustee), respectively as permitted by this Agreement, the Mortgages Trust during Deed, the preceding Prepayment PeriodBank Account Agreement, less any amounts due the Servicer Mortgages Trustee Guaranteed Investment Contract, the Funding Guaranteed Investment Contract and the Funding Deed of Charge, but shall not in carrying out its functions as Cash Manager under this Agreement otherwise make withdrawals from the Mortgages Trustee GIC Account or the Master Servicer on account of AdvancesFunding Bank Accounts (other than any Funding Bank Account to which collateral provided under the Funding Swap Agreement is credited, which withdrawals shall be made in accordance with Clause 4.7). On the Ninth Issuer Closing Date, the Servicing Fee or Cash Manager shall withdraw (pound)65,500,000 from the Master Servicing Fee attributable Funding GIC Account representing the amount by which the amounts standing to the credit of the Funding Reserve Ledger exceed the Funding Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage LoansSale Agreement. On the Ninth Issuer Closing Date, the Cash Manager shall withdraw (pound)74,000,000 from the Funding GIC Account representing the amount by which the amounts standing to the credit of the First Reserve Ledger exceed the First Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage Sale Agreement.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Agreement and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Agreement and the information most recently delivered pursuant to Sections 3.1 and 8. 1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee and the Swap Counterparty with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Servicer shall transfer all Collections processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8. 1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee, the Insurer and the Swap Counterparty with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business DayTo the extent funds are available in the Concentration Account, the Master Servicer may Trustee shall withdraw from the appropriate Master Concentration Account and pay, remit, or transfer as and when instructed by the Debtor in writing (except as to amounts under clauses (A) and (C) below) or otherwise as directed by an order of a court of competent jurisdiction the following amounts in the following order of priority (any funds not so transferred or paid are to remain in the Concentration Account until subsequently applied pursuant to this Section 5.11(a)(ii)): (A) To pay to the Trustee, the amount of its fee due and payable for performing services under this Note Agreement and any supplemental note agreements and expenses incurred in connection therewith relating to the Notes (Series II); (B) Any amounts specifically identified by the Debtor or the Servicer Custodial in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a Lock Box Account, in error, (II) deposited in the Concentration Account with respect to property that does not constitute Collateral, Permitted Investments, proceeds from the issuance of the Notes or proceeds thereof, or (III) deposited in the Concentration Account with respect to Assets that are pledged to secure Senior Indebtedness to the extent that such monies are required by the funds therein are not investedterms of the Senior Indebtedness to be held in a separate trust; (C) To transfer to the Note Payment Account, the amounts specified in Section 5.11(c)(i); (D) To transfer the Sinking Fund Redemption Amounts specified in Exhibit D to the Note Payment Account in a manner as provided in Section 2.08(b); (E) Following each deposit pursuant to Section 5.11(a)(i)(A) or each exchange of a Note pursuant to Section 2.01(f), to pay, as directed by the Debtor in writing, to the applicable Broker/Dealer or other selling agent any Non-Recoverable Advance related sales expenses and any Advance previously made commissions or to the Debtor to reimburse the Debtor for its payment of such sales expenses and commissions; (F) As directed in writing by the Debtor from time to time, amounts for the purchase of Eligible Receivables, Assets, or both, provided that the Trustee has received a duly authorized and executed certification substantially in the form of Exhibits B-1 or B-2, as applicable, to this Note Agreement; (G) As certified in writing by the Debtor to the Trustee from time to time, the fee then payable to Administrator for services performed under the Administration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement; (H) To pay to the Debtor, the amount of the reserve account balance of a Receivable Seller that the Debtor certifies to the Trustee in writing that the Debtor is required to return pursuant to the related Purchase Documents; (I) To pay amounts to the Debtor pursuant to Section 5.11(h); (J) To transfer amounts with respect to a Mortgage Loan series as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds may be specified in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicerrelated supplemental note agreement; (iiK) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Invest the remaining amounts promptly in Permitted Investments as provided in Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto5.11(e); and (ivL) Withdraw and pay to the Purchase Price Debtor all of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any remaining amounts due the Servicer or the Master Servicer on account upon termination of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Note Agreement.

Withdrawals. On each Business DayA Participant may request to withdraw his Tax Deferred Account, Rollover Account, and the Master Servicer may withdraw from the appropriate Master Servicer Custodial vested portion of his Matching Account, Profit Sharing Account, and Merged Plan Account (as of a future Valuation Date by making written application to the extent Committee at least fifteen (15) days prior to the funds therein are not date on which he wishes to receive the withdrawal. Payment will made as soon as practical after receipt of the completed Withdrawal Form by the recordkeeper. The value of any Tax Deferred Account, Rollover Account, Matching Account, Profit Sharing Account and Merged Plan Account from which a withdrawal is made shall be reduced by the amount of the withdrawal. The Committee shall establish procedures regarding withdrawals. 8. Delete the third paragraph and subparagraphs (a) and (b) of Section 5.01 and substitute in lieu thereof the following: The Trustee, following a Valuation Date, shall value the Voluntary Contributions Fund as of the Valuation Date, in the following manner: a. The Trustee shall first compute the fair market value of each Investment Fund in which the assets in the Voluntary Contributions Fund have been invested) . b. The Trustee shall then account for any Non-Recoverable Advance additions or withdrawals to or from an Investment Fund by any Participant, including additional voluntary contributions of a Participant made as of the Valuation Date and any Advance previously made with received by the Trustee prior to the stated deadline. With respect to a Mortgage Loan as to which a late paymentwithdrawals from an Investment Fund, Liquidation Proceeds or Insurance Proceeds have been received (but only to adjustments in the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior amount credited to each Master Servicer Remittance DateParticipant's Voluntary Account shall be made as of the close of each business day in which the Participant's withdrawal was paid. With respect to additions to an Investment Fund, allocations of contributions shall take place on the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed date such contributions are actually received by the Trustee. 9. Delete paragraph (a) of Section 5.02 substitute in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of lieu thereof the following: (i) a. The Committee shall establish and maintain separate accounts for each Participant within the Investment Funds available to the Participants for investment purposes, designated as the Voluntary Account, and separate records shall be kept as to all Monthly Payments received transactions affecting the Voluntary Contributions Fund within each Investment Fund. This account shall reflect basic contributions made prior to January 1, 1985, and all voluntary contributions made by the Master Servicer during Participant, the preceding Due Periodamount of the appreciation or depreciation in value of the Voluntary Contributions Fund within each Investment Fund allocated to the Participant, whether paid and withdrawals by the Borrower Participant. The Committee shall adjust each Participant's Voluntary Account on each Valuation Date which shall be reflected in a statement furnished to each Participant each quarter (or advanced more often at the Committee's discretion) by a Servicer, the Master Servicer, Committee. 10. Delete the Trustee or an Insurer, minus first sentence of Section 5.04 and substitute in lieu thereof the sum of (A) following: A Participant may request to withdraw his Voluntary Account as provided in the Servicing Fees due procedures to be established by the Servicer Committee in accordance with Section 4.04 by making written application to the extent paid by the Borrower Committee at least fifteen (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement15) and (B) the Master Servicing Fee days prior to the extent paid by date on which he wishes to receive the Borrower or advanced by withdrawal. 11. Delete Section 6.01 in its entirety and substitute in lieu thereof the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.following:

Withdrawals. On each Business DayWithdrawals from any Fund may be made upon at least ten (10) days' advance written notice by the Investment Manager to the Trustee or such lesser period to which the Trustee and the Investment Manager may agree. Any withdrawal shall be as of the Valuation Date on or next succeeding the expiration of the notice period and shall be effected within sixty (60) days following such Valuation Date, or such other time as may be agreed to by the Investment Manager and the Plan Sponsor of the Participating Plan making such withdrawal, provided that such withdrawal may be delayed if the Trustee determines that it cannot reasonably make such distribution on account of any order, directive or legal impediment by an official or agency of any government or any other cause reasonably beyond its control. Upon the withdrawal of Units from any Fund, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (Trustee shall distribute to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only Participating Plan making such withdrawal an amount equal to the extent number of Units withdrawn multiplied by the value of each such late paymentUnit as of the Valuation Date. The Trustee shall, Liquidation Proceeds at the direction of the Investment Manager, distribute such amount in cash or Insurance Proceeds)in property or in a combination of both. On Without limiting the right of the Trustee to make any other charges or prior adjustments, it shall have the right on behalf of a Fund to charge back to and/or collect from each Master Servicer Remittance Date, Participating Plan (whether or not any assets of the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed Participating Plan are then held by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum that part of the following: (i) all Monthly Payments received amount withdrawn from such Fund by such Participating Plan which represented a payment of accrued income that was not subsequently collected at the time fixed for its payment. The total number of Units of a Fund shall be reduced as of a Valuation Date by the Master Servicer during number of Units withdrawn as of such Valuation Date and the preceding Due Period, whether paid by the Borrower or advanced by amount due to a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum Participating Plan upon such withdrawal shall be reflected as a liability of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net such Fund as of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansValuation Date.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee and Paying Agent shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Servicer shall transfer all Collections processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt all amounts in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in this Indenture.

Withdrawals. On each Business Day, the Master Servicer (a) A Participant who has not incurred a Termination of Service may withdraw make withdrawals from the appropriate Master Servicer Custodial Participant’s Voluntary Contributions Account (subject to the extent the funds therein are not invested) any Non-Recoverable Advance following rules (and any Advance previously additional administrative rules established by the Administrator): (1) A Participant may make no more than two such withdrawals during the Plan Year (or more often as the Administrator may provide). A Participant who desires to make a withdrawal must make a request for a withdrawal by a method required or made with respect to available by the Administrator at least 30 days before the effective date of the withdrawal which shall be a Mortgage Loan Valuation Date (or such other date as to the Administrator shall provide). (2) The Administrator or its delegate shall determine (in a uniform and nondiscriminatory manner) the proportions of the amounts withdrawn by a Participant which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only shall be taken from the Investment Funds in which the amounts credited to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior Participant’s Voluntary Contributions Account are invested. (3) A Participant’s withdrawal under this subsection shall be subject to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds any limits applicable to assets in the Master Servicer Custodial Account by wire transfer Investment Fund or Funds in which the Participant’s voluntary employee contributions are invested. Further, such a withdrawal may not exceed the lesser of (or as otherwise instructed by the Trustee1) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Periodsuch contributions without any interest thereon or other increment thereto, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus less the sum of any previous such withdrawals or (A2) the Servicing Fees due value of the Servicer to Participant’s Voluntary Contributions Account. (b) Provided that there are no current administrative restrictions on Participant directed transactions in place (such as a blackout period on participant directed transactions in connection with a change of recordkeepers), a Participant may, upon the extent paid Participant’s request by a method required or made available by the Borrower Administrator, withdraw a portion or all of the Participant’s After-Tax Contributions Account and Rollover Contributions Account. (net c) A Participant who has not incurred a Termination of any payments Service and has a Hardship, may make withdrawals from the Participant’s 401(k) Contributions Accounts, ▇▇▇▇ 401(k) Contributions Accounts, Catch-up Contributions Accounts and Rollover Contributions Accounts. No more than two such withdrawals in a Plan Year on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer Hardship are permitted. A withdrawal on account of Advancesa Hardship must satisfy all requirements in the definition of Hardship. However, Hardship distributions from the Participant’s 401(k) Contributions Accounts, ▇▇▇▇ 401(k) Contributions Accounts and Catch-up Contributions Accounts are limited to the amount of elective contributions credited to those Accounts. No other funds may be withdrawn from those Accounts pursuant to a Hardship distribution. (d) If a Participant has not incurred a Termination of Service and has attained age 59½, the Servicing Fee Participant may, upon the Participant’s request by a method required or made available by the Master Servicing Fee attributable Administrator, withdraw a portion or all of the Participant’s Accounts. That withdrawal shall be subject to any current administrative restrictions (such Mortgage Loansas a blackout period) and must not be less than a minimum amount which the Administrator may establish from time to time to facilitate administration of the Plan.

Withdrawals. On each Business Day(a) Unless instructed to do so by the Agent or the Security Trustee, the Master Servicer Account Bank shall not effect any withdrawal or transfer from any Account (and shall not be liable to the Borrower, the Purchaser or the Target for failing to effect the same) if it has been notified by the Agent or the Security Trustee that an Event of Default has occurred and is continuing at the time that the relevant withdrawal or transfer would otherwise be made. (b) No withdrawal or transfer from an Account may be made if to do so would cause that Account to be overdrawn. (c) On the date of each withdrawal made from an Account where the proceeds of such withdrawal are to be applied in payment to or for the account of the Borrower, the Purchaser or the Target, the Borrower, the Purchaser or the Target (as the case may be) will be deemed to represent and warrant that no Event of Default has occurred which is continuing and no Default will occur as a result of the withdrawal. (d) None of the restrictions contained in this Clause 22 or in any Security Document on the withdrawal of sums standing to the credit of the Accounts shall affect the obligations of the Borrower, the Purchaser or the Target to make any payment or repayment required to be made under the Finance Documents on the date the same is so required to be made. (e) No sum may be transferred or withdrawn from the DSRA by the Borrower except through the Agent or the Security Trustee as expressly permitted by this Clause 22. (f) No sum may be transferred or withdrawn from the WNS Mauritius Designated Account or the Target Designated Account except with the prior written consent of the Agent or the Security Trustee or as expressly permitted by this Clause 22. (g) The Agent and the Security Trustee each have sole signing rights in relation to the DSRA, the WNS Mauritius Designated Account and the Target Designated Account. (h) If no Default has occurred and is continuing, the Purchaser may withdraw from the appropriate Master Servicer Custodial Account (amounts standing to the extent credit of the funds therein are Master Service Agreement Account and apply them towards payments made in the ordinary course of business of the Purchaser. For the purposes of this paragraph (h), “payments made in the ordinary course of business of the Purchaser” means routine payments made by the Purchaser for the purposes of its day to day business, including (but not investedlimited to): (i) payments made by the Purchaser in respect of any salaries, bonuses or reimbursement for expenses due and payable to any employees of the Purchaser; (ii) payment of invoices payable by the Purchaser in respect of its day to day business; or (iii) payments made by the Purchaser for the purposes of servicing any Financial Indebtedness (including payment of principal or interest in relation to such Financial Indebtedness) of the Purchaser incurred in accordance with the terms of this Agreement, but shall not include: (a) any Non-Recoverable Advance and payments made in respect of any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only costs pursuant to the extent acquisition of such late payment, Liquidation Proceeds any shares or Insurance Proceeds). On investments by the Purchaser; (b) any payments made in respect of any lease and/or buy-back arrangements; (c) payments of any dividends by the Purchaser; and (d) payments of any extraordinary costs or prior expenses. (i) Subject to each Master Servicer Remittance Dateparagraph (j) below, the Master Servicer shall remit from the funds Purchaser has sole signing rights in respect of the Master Servicer Custodial Account by wire transfer Service Agreement Account. (or as otherwise instructed by the Trusteej) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the followingIf a Default has occurred and is continuing: (i) all Monthly Payments received by Neither the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a ServicerBorrower, the Master Servicer, Purchaser nor the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of Target shall withdraw any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer;amount from any Account; and (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid the Agent or advanced pursuant the Security Trustee may debit any amounts standing to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price credit of any Mortgage Loans purchased from Account and apply them in the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account order of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loanspriority set out in Clause 29.5 (Partial payments).

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Account (Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collateral Account within two (2) Business Days of receipt. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the date that is two (2) Business Days prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof 2.4 for the following Payment Date shall be made in accordance with such Allocation Notice. Irrevocable Deposit. Any deposit made into the Collateral Account hereunder shall, except as otherwise provided herein, be irrevocable, and the amount of such deposit and any money, instruments, investment property or the Servicing Agreement) other property on deposit in, carried in or credited to such Collateral Account hereunder and (B) the Master Servicing Fee to the extent paid all interest thereon shall be held in trust by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds Agent and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansapplied solely as provided herein.