Common use of Withdrawals Clause in Contracts

Withdrawals. The 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 Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenture.

Withdrawals. The Trustee shall have On each Business Day, the sole and exclusive right to Master Servicer may 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 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 8.1; provided, however, that 3.05 hereof or the Trustee shall be authorized Servicing Agreement) and (B) the Master Servicing Fee to accept and act upon instructions from the extent paid by the Borrower or advanced by the Servicer regarding withdrawals or transfers of funds from the Collection Account, in Master Servicer; (ii) all events in accordance with the provisions of this Indenture and the information most recently delivered Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 8.1. In addition3.01(c)(i) hereof, notwithstanding anything in net of the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either Master Servicing Fee; (iiii) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs or all 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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered payments received by the Master Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause 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 (i) and (ii) net of the second foregoing sentence. Within two Business Days Master Servicing Fee attributable thereto); and (iv) the Purchase Price of receiptany 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 Servicer shall transfer all Collections processed by Servicing Fee or the Servicer Master Servicing Fee attributable 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturesuch Mortgage Loans.

Withdrawals. The Trustee Other 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 Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Monthly Servicing Report and 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 8.1Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized Servicer may request, but Agent is obligated to accept instructions from the Servicer on a daily basis regarding 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 Collection Collateral Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Collateral Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate 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 foregoing sentence, the Servicer shall provide the Trustee Agent with notice of such request of withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee Agent from the Servicer from time to time). Notwithstanding anything therein Borrower shall cause the Servicer to the contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of deposit all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with any misdirected funds described in clause (i) and (ii) proceeds of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections Collateral processed by the Servicer to the Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Collateral Account upon receipt all amounts in respect within two (2) Business Days of releases of Pledged Loans by the Issuerreceipt. On each Payment Date, the Trustee shall apply amounts in the Collection Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this IndentureSection 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 (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 Payment Date shall not affect any of 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 2.4 for the following Payment Date shall be made in accordance with such Allocation Notice.

Withdrawals. The (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall have continue to be maintained by the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before June 5, 2006 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on June 30, 2006. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Indenture and Agreement, it shall make 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 payments specified therein in accordance with the provisions of this Indenture and Agreement. If such complying Withdrawal Notice is received by the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contraryDepositary no later than 11:00 a.m. (New York City time) on a Business Day, the Trustee Depositary shall be authorized to accept instructions from make the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent payments requested in such funds either Withdrawal Notice no later than 10:00 a.m. (iNew York City time) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered succeeding Business Day or such later time as requested by the Servicer following Escrow Agent while funds may be transferred in the date of such withdrawal or Fed Wire electronic transfer (or system as specified in such earlier written notice as may be required Withdrawal Notice. If such complying Withdrawal Notice is received by the Trustee from the Servicer from time to Depositary after 11:00 a.m. (New York City time). Notwithstanding anything therein to the contrary) on a Business Day, the Trustee Depositary 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described requested in this Indenturesuch Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Escrow Agent while funds may be transferred in the Fed Wire electronic transfer system as specified in such Withdrawal Notice.

Withdrawals. The Trustee (a) Withdrawals may be made only upon receipt by the Bank of withdrawal Instructions satisfactory to it and the Customer shall have be liable on all such Instructions irrespective of whether the sole relevant Account is in credit or otherwise. Except with the prior written consent of the Bank, no withdrawal may be made otherwise than in writing and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events signed in accordance with specimen signatures and authorizations received by the terms and provisions Bank. Any arrangements entered into with the Bank for withdrawal orders to be otherwise than in writing shall be at the sole risk of this Indenture the Customer and the information most recently 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 Trustee pursuant 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 Section 8.1; providedthe Customer’s credit in the Account shall be withdrawable in cash or by way of demand draft, howevermail 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 Trustee 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 authorized entitled at its discretion to accept and act upon instructions from the Servicer regarding withdrawals select which transaction 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 Trustee transactions shall be authorized executed, without reference to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following 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 withdrawal or transfer (or in such earlier written notice 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 Trustee from Bank and the Servicer from time to time). Notwithstanding anything therein to Bank may retain them for as long as the contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable Bank considers appropriate and appropriate out-of-pocket costs and expenses incurred by the 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 Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturemay destroy them thereafter.

Withdrawals. The Trustee Each Holder shall have the sole and exclusive right to withdraw its request for inclusion of all or order a transfer any of funds from the Collection Account, its Registrable Securities in all events in accordance with the terms and provisions of any Registration Statement pursuant to this Indenture and the information most recently delivered Article III by giving written notice to the Trustee pursuant Company of its request to Section 8.1withdraw; provided, however, that (i) such request must be made in writing prior to the Trustee execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be authorized irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to accept and act upon instructions the Company that the Liberty Group was not 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 Servicer regarding withdrawals information that the Liberty 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 transfers disposed of funds from the Collection Account, in all events in accordance with such Piggyback Request, or (iii) if the provisions of this Indenture 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 information most recently delivered 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 Section 8.1. In addition, notwithstanding anything in the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the contraryforegoing clause (iii), the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers in each of funds from the Collection Account, clauses (X) and (Y) to the extent such funds either expenses are as described in clauses (i) have been mistakenly deposited into the Collection Account through (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (iix) of the second foregoing sentencefirst sentence of Article VIII hereof. Within two Business Days Any expense reimbursement paid pursuant to clause (Y) of receiptthe immediately preceding sentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, for the avoidance of doubt, the Servicer shall transfer all Collections processed by Participating Holders may not recover the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturesame expense twice).

Withdrawals. The Trustee Other 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 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 AccountAccount Control Agreement, in all events in accordance with the provisions of Monthly Servicing Report and this Indenture and the information most recently delivered pursuant to Section 8.1Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized Servicer may request, but Agent is obligated to accept instructions from the Servicer on a daily basis regarding 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 Collection Account or the Collateral Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) the Collateral Account or (ii) relate 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 foregoing sentence, the Servicer shall provide the Trustee Agent with notice of such request of withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee Agent from the Servicer from time to time). Notwithstanding anything therein Borrower shall cause the Servicer to the contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of deposit all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with any misdirected funds described in clause (i) and (ii) proceeds of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections Collateral processed by the 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 within two (2) Business Days of receipt, which amounts in respect shall be automatically swept to the Collateral Account two (2) Business Days prior to each Payment Date absent the consent of releases of Pledged Loans by the IssuerAgent. On each Payment Date, the Trustee shall apply amounts in the Collection Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this IndentureSection 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 (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 Payment Date shall not affect any of 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 2.4 for the following Payment Date shall be made in accordance with such Allocation Notice.

Withdrawals. The Trustee Each Holder shall have the sole and exclusive right to withdraw its request for inclusion of all or order a transfer any of funds from the Collection Account, its Registrable Securities in all events in accordance with the terms and provisions of any Registration Statement pursuant to this Indenture and the information most recently delivered Article III by giving written notice to the Trustee pursuant Company of its request to Section 8.1withdraw; provided, however, that (i) such request must be made in writing prior to the Trustee execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be authorized irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to accept and act upon instructions 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 Servicer regarding withdrawals 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 transfers disposed of funds from the Collection Account, in all events in accordance with such Piggyback Request, or (iii) if the provisions of this Indenture 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 information most recently delivered 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 Section 8.1. In addition, notwithstanding anything in the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the contraryforegoing clause (iii), the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers in each of funds from the Collection Account, clause (X) and this clause (Y) to the extent such funds either expenses are as described in clauses (i) have been mistakenly deposited into the Collection Account through (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (iix) of the second foregoing sentencefirst sentence of Article VIII hereof. Within two Business Days Any expense reimbursement paid pursuant to clause (Y) of receiptthe immediately preceding sentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, for the avoidance of doubt, the Servicer shall transfer all Collections processed by Participating Holders may not recover the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturesame expense twice).

Withdrawals. The Trustee shall have To the sole and exclusive right to withdraw or order a transfer of extent 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 are available in the foregoing to the contraryConcentration Account, the Trustee shall be authorized to accept instructions withdraw from the 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 on in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a daily basis regarding withdrawals or order transfers of funds 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 Collection 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 terms 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) 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 extent such funds either (i) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs applicable Broker/Dealer or other entities) selling agent any related sales expenses and commissions 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 foregoing sentence, Debtor to reimburse the Servicer shall provide the Trustee with notice Debtor for its payment of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered sales expenses and commissions; (E) As directed in writing by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer Debtor from time to time). Notwithstanding anything therein , 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 contraryTrustee from time to time, the Trustee shall be entitled fee then payable to make withdrawals or order transfers of funds from Administrator for services performed under the Collection AccountAdministration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement; (G) To pay to the Debtor, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the reserve account balance of a Health Care Provider that the Debtor certifies to the Trustee in connection with any misdirected funds described writing that the Debtor is required to return pursuant to the related Purchase Documents; (H) To pay amounts to the Debtor pursuant to Section 5.11(h); (I) Invest the remaining amounts promptly in clause Permitted Investments as provided in Section 5.11(e); and (iJ) Withdraw and (ii) pay to the Debtor all of the second foregoing sentence. Within two Business Days remaining amounts upon termination of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this IndentureNote Agreement.

Withdrawals. The 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 Sections 3.1 and 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments assessments or dues payable by Obligors to POAs 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 foregoing sentence, the Servicer shall provide the Trustee Trustee, the Insurer and the Swap Counterparty with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections and other proceeds of the Collateral processed by the 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 the Release Price in respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in Section 3.1 and this IndentureSection 3.4.

Withdrawals. The Trustee shall have On each Business Day, the sole and exclusive right to Master Servicer may 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 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 8.1; provided, however, that 3.05 hereof or the Trustee shall be authorized Servicing Agreement) and (B) the Master Servicing Fee to accept and act upon instructions from the extent paid by the Borrower or advanced by the Servicer regarding withdrawals or transfers of funds from the Collection Account, in Master Servicer; (ii) all events in accordance with the provisions of this Indenture and the information most recently delivered Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 8.1. In addition3.01(c)(i) hereof, notwithstanding anything in net of the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either Master Servicing Fee; (iiii) have been mistakenly deposited into the Collection Account all other payments (including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entitiesexcluding prepayment penalties) 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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered received by the Master Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause 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 (i) and (ii) net of the second foregoing sentence. Within two Business Days Master Servicing Fee attributable thereto); and (iv) the Purchase Price of receiptany 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 Servicer shall transfer all Collections processed by Servicing Fee or the Servicer Master Servicing Fee attributable 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturesuch Mortgage Loans.

Withdrawals. The (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall have continue to be maintained by the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before July 5, 2005 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on July 31, 2005. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Indenture and Agreement, it shall make 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 payments specified therein in accordance with the provisions of this Indenture and Agreement. If such complying Withdrawal Notice is received by the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contraryDepositary no later than 11:00 a.m. (New York City time) on a Business Day, the Trustee Depositary shall be authorized to accept instructions from make the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent payments requested in such funds either Withdrawal Notice no later than 10:00 a.m. (iNew York City time) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered succeeding Business Day or such later time as requested by the Servicer following Escrow Agent while funds may be transferred in the date of such withdrawal or Fed Wire electronic transfer (or system as specified in such earlier written notice as may be required Withdrawal Notice. If such complying Withdrawal Notice is received by the Trustee from the Servicer from time to Depositary after 11:00 a.m. (New York City time). Notwithstanding anything therein to the contrary) on a Business Day, the Trustee Depositary 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described requested in this Indenturesuch Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Escrow Agent while funds may be transferred in the Fed Wire electronic transfer system as specified in such Withdrawal Notice.

Withdrawals. At 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 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 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 Services Agreement, and (y) a withdrawal by the Withdrawing Member would not reasonably be anticipated to result in undue hardship to the remaining Members. The Trustee Board of Directors will notify the Withdrawing Member whether it has made the determination required under clause (iii) of the preceding sentence within 90 days following receipt of the Withdrawal Notice. Upon delivery of the Withdrawal Notice to the Board of Directors by such Withdrawing Member, all rights and benefits attributable to the 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 Company. During the suspension period, (A) neither the Withdrawing Member nor its representative on the Board of Directors, if any, will have any voting or other rights attributable to its Membership Interest (other than (i) 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 Withdrawing Member disproportionately to any other Member similarly situated, and (ii) its right to receive its share of Distributions under Article IV), and (B) the 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 positive balance in its Capital Account, if any; less the cost associated with descaling the Company’s business and other exit costs incurred in connection with such withdrawal, as determined by the Board of Directors, in good faith. Upon any such withdrawal, the Withdrawing Member will be required to cease using the Coke One North America (CONA) information technology platform (and any other services provided by the Company at such time) and shall have the sole and exclusive right to withdraw no right, title or order a transfer of funds from the Collection Account, interest 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 8.1any software or other intellectual property related thereto; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers Board of funds from the Collection AccountDirectors may, in all events 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 accordance its sole discretion. The Board of Directors may, in its sole discretion, direct the Officers of the Company to use reasonable efforts to assist a Withdrawing Member in connection with the provisions of this Indenture and transition to a new information technology system (if applicable), provided that the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee Company shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may not be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 incur any out-of-pocket costs and expenses incurred unless reimbursed by the 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 Servicer shall transfer all Collections processed Withdrawing Member or to devote significant man-hours unless approved by the 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 respect Board of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this IndentureDirectors.

Withdrawals. The Trustee On a 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 Asset as to which a late payment, Insurance Proceeds or Liquidation Proceeds have been received. On or prior to the Master Servicer Remittance Date, the Master Servicer shall have the sole and exclusive right to withdraw or order a transfer of funds remit from the Collection Account, funds in all events each Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in accordance with the terms and provisions of this Indenture and the information most recently delivered immediately available funds to the Asset Proceeds Account an amount equal to the aggregate of the following: (i) Monthly Payments received by the Master Servicer during the preceding Due Period, whether or not paid by the Borrower, or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) 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 8.1; provided3.05) to the extent paid by the Borrower or advanced by the Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date and which were not paid or advanced pursuant to Subsection 3.01(c)(i), however, that net of the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers Master Servicing Fee after payment of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered Month End Interest required pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either 3.05; (iiii) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs or all 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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered payments received by the Master Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause unscheduled principal payments or recoveries on the Mortgage 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, any interest thereon received by the Master Servicer (iless the Master Servicing Fee attributable thereto after payment of Month End Interest required pursuant to Section 3.05); and (iv) and (ii) The Purchase Price of any Mortgage Assets purchased from the second foregoing sentence. Within two Business Days Trust during the preceding Prepayment Period, less any amounts due the Servicer or Master Servicer on account of receiptAdvances, the Servicer shall transfer all Collections processed by Servicing Fee or the Servicer Master Servicing Fee attributable 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturesuch Mortgage Asset.

Withdrawals. Any Party (the “Withdrawing Party”) may withdraw from the Project with the unanimous consent of the other Parties and subject to such conditions as the other Parties may unanimously decide. In the event of withdrawal of a Party the Steering Committee will make all reasonable attempts to reallocate the obligations of the Withdrawing Party under this Agreement either within the remaining Parties or to a third party acceptable to the remaining Parties and the Sponsors provided that such third party agrees to be bound by the terms of this Agreement. The Trustee Withdrawing Party shall not be entitled to recover any of its costs incurred in connection with the Project and shall comply with all conditions imposed pursuant to Clause 7.1 which shall include (without limitation); rights granted to the other Parties in respect of the Withdrawing Party’s Background IPR shall continue for the duration of the Project subject to the restrictions contained in this Agreement; to the extent that exploitation of any other Party’s Resulting IPR is dependent on the Withdrawing Party’s Background IPR, then the Withdrawing Party shall, subject to any existing third party obligations, grant to the other Parties a non-exclusive licence to such Background IPR on fair and reasonable terms to be agreed; the Withdrawing Party shall grant to the other Parties a non-exclusive, royalty-free licence to use the Withdrawing Party’s Resulting IPR for the purposes of carrying out the Project. For the avoidance of doubt any exploitation of such Withdrawing Parties Resulting IPR will be dealt with in accordance with clause 10; all rights acquired by the Withdrawing Party to the Background and Resulting IPR of the other Parties shall cease immediately other than in respect of the Withdrawing Party's interest in any jointly owned IPR; FINANCIAL MANAGEMENT The financial arrangements for the Project shall be overseen by the Steering Committee and shall be as set out in Schedule A. Any Party receiving funds from a Sponsor which are due to another Party under the terms of this Agreement shall notify that Party of the receipt of said funds as soon as possible and in any event within 30 days of receipt of said funds. The recipient Party shall invoice the paying Party who shall then as soon as possible and in any event within 30 days of receipt of the invoice transfer such funds to the recipient Party. Each party shall provide the Project Manager with statements of project spend against the headings used in The Grant Offer on a quarterly basis. The Project Manager will prepare and submit to the Steering Committee an up to date financial status report of the project. The Party employing the Project Manager shall procure that the Project Manager shall permit an independent chartered or certified public accountant appointed by any Party, at the inspecting Party's expense to examine all books and records of the Project Manager relating to this Agreement provided: - reasonable prior written notice is given to the Project Manager; access is only required during normal working hours; and the inspecting Party and the auditor shall keep and shall use all reasonable endeavours to procure that any representatives of it shall keep confidential any information that it may acquire in the exercise of its rights under this Clause. IPR OWNERSHIP Each Party shall promptly disclose in confidence to the other Parties all Resulting IPR during the term of this Agreement and all Parties shall co-operate, where required, in relation to the preparation and prosecution of patent applications and any other Resulting IPR applications, and in relation to any legal proceedings concerning such patents and patent applications and any other Resulting IPR applications. Each Party shall own the Resulting IPR generated by it under the Project and shall be responsible for securing ownership of such Resulting IPR from its employees, students and other agents. Subject to clause 7.3, nothing contained in this Agreement or any licence agreement pertaining to this Project shall affect the absolute and unfettered rights of each Party in all inventions, discoveries and intellectual property contained in its Background IPR and the provisions of clause 13 shall apply to all such Background IPR. Unless agreed otherwise, each Party shall undertake and continue at its expense the timely prosecution and maintenance of all Resulting IPR which is solely owned by that Party. In the event that the owner of the IPR is unable or unwilling to comply with its obligation under this Clause, the Steering Committee shall consider how best to deal with such Resulting IPR and shall have the sole option to require an assignment of such Resulting IPR to another Party to enable prosecution and exclusive right maintenance of such Resulting IPR by that other Party at its own cost. In the event that any Party wishes to withdraw or order exploit commercially any Resulting IPR assigned pursuant to this Clause 9.4 that Party shall pay to the assigning Party a transfer royalty and/or other appropriate form of funds from remuneration which is fair and reasonable taking into consideration the Collection Account, in all events factors set out under Clause 10.2. In the event that any of the Parties are jointly responsible for generating Resulting IPR such Resulting IPR shall be jointly owned by such Parties in accordance with the terms inventive contribution made by each Party to such Resulting IPR. Joint owners of Resulting IPR shall agree between them on who shall be responsible for the timely prosecution and provisions maintenance of this Indenture all such Resulting IPR and the information most recently delivered Party that is nominated to the Trustee pursuant to Section 8.1; provided, however, that the Trustee be so responsible shall be authorized entitled to accept and act upon instructions from charge the Servicer regarding withdrawals or transfers other joint owners with a percentage of funds from the Collection Account, in all events in accordance with costs of so doing as agreed between 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 Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 paymentsjoint owners. In the case absence of any withdrawal or transfer agreement to the contrary between joint owners the costs shall be equally shared. USE OF IPR Each Party grants to the other Parties (and their respective Affiliates) a non-exclusive, royalty-free licence to: use its Resulting IPR for their own internal research and development purposes but not for the purposes of commercial exploitation; and subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the foregoing sentencepurposes of commercial exploitation. In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the Servicer owner of the Resulting IPR shall provide grant to such Party a non-exclusive licence to use such Resulting IPR for that purpose, subject to the Trustee agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPR. Should any of the Parties wish to exploit its own Resulting IPR with notice a third party during the duration of the Project, that Party must notify the other Parties before approaching said third party, always provided that the disclosure of information required for such withdrawal or transfer, together with exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. Each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as terms its Resulting IPR and Background IPR that may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein enable any other Party to exploit its own Resulting IPR, always subject to the contraryobligations of confidentiality under Clause 13. With regard to joint inventions, the Trustee Parties owning such inventions agree to co-operate fully in the protection of such joint inventions and each Party shall be entitled to make withdrawals or order transfers use of funds such joint inventions subject only to negotiating a licence in good faith from the Collection Account, other Party for its interest in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with any misdirected funds described such joint inventions on similar terms to those set out in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenture10.2.

Withdrawals. 3.3.1 The Trustee Escrow Agent shall have the sole and exclusive right to withdraw or order a transfer of funds amounts from the Collection AccountEscrow Accounts and appropriate in the following order every month as more particularly given in the Bank Proforma in Schedule 1 and deposit in the relevant Sub-Account for payments and if not due in a month then appropriate proportionately in such month and retain in the Sub-Account and pay out therefrom on the payment Date(s): (a) all taxes, duties and statutory payments as payable by the Company; (b) all expenses in all events in accordance connection with the terms and provisions of this Indenture and the information most recently delivered relevant to the Trustee pursuant construction of MRTS Project or in any addition or capacity augmentation after COD by way of payment to Section 8.1; providedthe Construction contractor, howeversuppliers, vendor and all such people and such other persons as may be specified in the Financing Documents; (c) O&M Expenses including Fare collection expenses incurred by the Company directly or through O&M Contractor as set forth in the O&M Contract (d) the whole or part of the expense on repair work or O&M Expense including Fare collection expenses incurred by MMRDA on account of exercise of any of its rights under this Agreement provided MMRDA certifies to the Escrow Bank 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 MMRDA had incurred such expenses in accordance with the provisions of this Indenture Agreement as well as for any addition or capacity augmentation of the MRTS Project after the COD.; (e) monthly proportionate provision of Debt Service Payments due in an Accounting Year and payment of Debt Service Payments in the information most recently delivered month when due; (f) Reimbursements of expenditure incurred by MMRDA if any, for payment of insurance premia, etc., which are otherwise company’s responsibility, on account of failure on part of the Company to keep such insurance(s) effective and in force; (g) debt service in respect of Subordinated Debt; (h) Any payments and Damages due and payable by the Company to MMRDA pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either this Agreement; (i) have been mistakenly deposited into Any reserve requirements set forth in the Collection Account Financing Agreements; (including without limitation funds representing Assessments or dues payable by Obligors j) Balance, if any, in accordance with the instructions of the Company. The amounts specified in Clause 3.3.1 (a) to POAs or other entities(j) or constitute the Permitted Payments. Not later than 60 (sixty days) prior to the commencement of each Accounting Year, the Concessionaire shall provide to the Escrow Bank, with prior written approval of the Lenders Representative, details of the amounts likely to be required for each of the payment obligations set forth in this Clause 3.3.1; provided that such amounts maybe subsequently modified, with prior written approval of the Lenders Representative, if fresh information received during the year makes such modification necessary. 3.3.2 Notwithstanding anything to the contrary contained in this Agreement upon the earlier of (i) issue of Termination Notice (ii) relate termination of Concession Agreement, or (iii) the expiry of Concession Period, all amounts standing to items subsequently returned the credit of the Escrow Account shall be appropriated and dealt with in the following order: (a) all taxes, dues, & statutory duties as payable by the Company; (b) all accrued Debt Service Payment; (c) outstanding Subordinated Debt; (d) all outstanding dues payable to contractors or suppliers or vendors for insufficient funds or as a result of stop payments. In capital works; (e) all accrued O&M Expenses; (f) any payments and Damages due and payable by the case of any withdrawal or transfer Company to MMRDA pursuant to the foregoing sentencethis Agreement, the Servicer shall provide the Trustee with notice of such withdrawal or transferincluding Termination claims; (g) retention and payments relating to pre divestment liabilities; (h) any other payments required to be made under this Agreement; and (i) balance, together with reasonable supporting detailsif any, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) instructions of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this IndentureMMRDA.

Withdrawals. The Cash Manager may make withdrawals: (a) on behalf of the Mortgages Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Mortgages Trustee GIC Account; and (b) on behalf of Funding from the Funding GIC Account, but only: (i) with the prior consent of the Security Trustee following receipt of a request for withdrawal in all events writing from the Cash Manager on behalf of Funding; and (ii) 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); and (c) on behalf of 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 Deed, the Bank Account Agreement, the 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 Funding 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 terms and provisions of this Indenture and Ninth Issuer Closing Date, the information most recently delivered Cash Manager shall withdraw (pound)65,500,000 from the Funding GIC Account representing the amount by which the amounts standing to the Trustee pursuant credit of the Funding Reserve Ledger exceed the Funding Reserve Fund Required Amount on that date and shall pay such amounts 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 Seller by way of funds from the Collection Account, in all events Deferred Consideration 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 Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the IssuerMortgage Sale Agreement. On each Payment the Ninth Issuer Closing Date, the Trustee Cash Manager shall apply 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 Collection Account to make provisions of the payments and disbursements described in this IndentureMortgage Sale Agreement.

Withdrawals. The Trustee shall have To the sole and exclusive right to withdraw or order a transfer of extent 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 are available in the foregoing to the contraryConcentration Account, the Trustee shall be authorized to accept instructions withdraw from the 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 on in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a daily basis regarding withdrawals or order transfers of funds 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 Collection 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 terms 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) 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 extent such funds either (i) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs applicable Broker/Dealer or other entities) selling agent any related sales expenses and commissions 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 foregoing sentence, Debtor to reimburse the Servicer shall provide the Trustee with notice Debtor for its payment of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered sales expenses and commissions; (E) As directed in writing by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer Debtor from time to time). Notwithstanding anything therein , 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 contraryTrustee from time to time, the Trustee shall be entitled fee then payable to make withdrawals or order transfers of funds from Administrator for services performed under the Collection AccountAdministration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement; (G) To pay to the Debtor, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the reserve account balance of a Health Care Provider that the Debtor certifies to the Trustee in connection with any misdirected funds described writing that the Debtor is required to return pursuant to the related Purchase Documents; (H) To pay amounts to the Debtor pursuant to Section 5.11(g); (I) Invest the remaining amounts promptly in clause Permitted Investments as provided in Section 5.11(e); and (iJ) Withdraw and (ii) pay to the Debtor all of the second foregoing sentence. Within two Business Days remaining amounts upon termination of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this IndentureNote Agreement.

Withdrawals. The Trustee shall have (A) Subject to Clause 18.4 (Control on withdrawals following an Event of Default), the sole and exclusive right to Borrower may withdraw or order a transfer of funds amounts from the Collection AccountOffshore Disbursement Account to make payments in the following order of priority: (i) first, at any time, in all events or towards making any advance under the Shareholder Loan Agreement; (ii) second, in or towards payment pro rata of any fees, commission costs, expenses due but unpaid under the Finance Documents; (iii) third, at any time, in or towards payment pro rata of accrued interest or Hedging Costs (including any interest accruing on any Hedging Termination Payments) but unpaid under the Finance Documents or any Hedging Transactions ; (iv) fourth, at any time, in or towards payment pro rata of any principal or Hedging Termination Payments due but unpaid under the Finance Documents or any Hedging Agreement (provided that, in the case of any such Hedging Termination Payments, the same is payable in respect of one or more transactions under a Hedging Agreement that have been terminated in accordance with the terms Intercreditor Agreement by the relevant Hedging Counterparty that is a party thereto); (v) fifth, every other month, a transfer to the Debt Service Reserve Account of one-third of the Required Balance (unless the balance of the Debt Service Reserve Account is equal to or greater than the Required Balance); (vi) sixth, at any time, in or towards the payment of any amounts due under or in respect of unsecured Hedging Transactions or Derivative Transactions entered into by an Obligor; (vii) seventh, at any time, in or towards: (a) the voluntary prepayment of any Loans or any other outstanding amounts under the Finance Documents, or (b) the payment of any Hedging Termination Payments that are payable under Hedging Agreement as a result of the termination of that Hedging Agreement in accordance with the Intercreditor Agreement by an Obligor that is a party thereto, or (c) [*****] (d) meeting other expenditure of the Group, provided that after the relevant withdrawal is made, the Minimum Cash Covenant is met. (B) Subject to Clause 18.4 (Control on withdrawals following an Event of Default) and provisions in any event without prejudice to the Repatriation Obligation, Vaalco Gabon may withdraw amounts from the Offshore Proceeds Account or the Onshore Proceeds Account to make payments in the following order of this Indenture priority: (i) first, up to 110 per cent of any Project Costs (including taxes, royalties, budgeted capital expenditure and operating expenditure but excluding Hedging Costs and Hedging Termination Payments under any Hedging Transactions) to the information extent the relevant item of Project Cost has been provided for in the relevant period in the then current Forecast or the Group Cash Flow Projection most recently delivered to the Trustee pursuant to Section 8.1; providedFacility Agent; (ii) second, 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 Accountat any time, in all events or towards payment pro rata of any fees, commission costs, expenses due but unpaid under the Shareholder Loan Agreement; (iii) third, at any time, in or towards payment of accrued interest or Hedging Costs (including any interest accruing on any Hedging Termination Payments) but unpaid under the Shareholder Loan Agreement or any Hedging Transactions; (iv) fourth, at any time, in or towards payment pro rata of any principal or Hedging Termination Payments due but unpaid under the Shareholder Loan Agreement or any Hedging Agreement (provided that, in the case of any such Hedging Termination Payments, the same is payable in respect of one or more transactions under a Hedging Agreement that have been terminated in accordance with the provisions of this Indenture and Intercreditor Agreement by the information most recently delivered pursuant to Section 8.1. In additionrelevant Hedging Counterparty that is a party thereto); (v) fifth, notwithstanding anything in the foregoing to the contrary, the Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Accountevery other month, to the extent such funds either not paid by the Borrower, a transfer to the Debt Service Reserve Account of one-third of the Required Balance (iunless the balance of the Debt Service Reserve Account is equal to or greater than the Required Balance); (vi) have been mistakenly deposited sixth, at any time, in or towards the payment of any amounts due under or in respect of unsecured Hedging Transactions or Derivative Transactions entered into by an Obligor; (vii) seventh, at any time, in or towards: (a) the Collection Account voluntary prepayment of any advance made under the Shareholder Loan Agreement or any other outstanding amounts under the Shareholder Loan Agreement; or (including without limitation funds representing Assessments or dues b) the payment of any Hedging Termination Payments that are payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or under Hedging Agreement as a result of stop payments. In the case termination of any that Hedging Agreement in accordance with the Intercreditor Agreement by the relevant Obligor that is a party thereto; or (c) [*****] (d) meeting other expenditure of the Group, provided that that after the relevant withdrawal or transfer pursuant to the foregoing sentenceis made, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer Minimum Cash Covenant is met. (or in such earlier written notice as may be required by the Trustee C) All amounts withdrawn from the Servicer from time to time). Notwithstanding anything therein to Onshore Proceeds Account for application in or towards making a specific payment or meeting a specific liability shall discharge the contrary, application of the Trustee shall be entitled to make withdrawals corresponding specific payment or order transfers of funds specific liability from the Collection Account, in the amount of all reasonable Offshore Proceeds Account (and appropriate out-of-pocket costs and expenses incurred by the 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 Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenturevice versa).

Withdrawals. The Trustee shall have Cash Administrator may, from time to time, make withdrawals on behalf of the sole and exclusive right to withdraw or order a transfer of funds Issuer from the Collection AccountTransaction 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 Interest Payment Date, the Available Revenue Funds may be withdrawn from the Transaction Account to make the payments, transfers and provisions, in the amounts calculated by the Cash 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 writing by the Issuer and to pay all events 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 credit of the Issuer Profit Ledger any corporation tax liability of the Issuer and to 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 Swap Counterparty; to pay any amounts equivalent to any Mortgage Early Redemption Amounts received by the Issuer to the Certificateholders (such amounts as set out in the Servicer Report to be provided by the Servicer to the Cash Administrator). If for whatever reason, an incorrect payment is made to any party entitled thereto (including the Noteholders of any Class and/or the Certificateholders) pursuant to 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 Noteholders of any Class and/or the Certificateholders), as appropriate, on each subsequent Interest Payment Date or Interest Payment Dates (if applicable) to the extent 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 provisions of this Indenture and 13 (Notice to Noteholders). Neither the information most recently delivered Issuer nor the Cash Administrator will have any liability to the Trustee pursuant to Section 8.1; provided, however, any person for making any such correction. It is hereby agreed that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds if any amount is deducted from the Collection Account, in all events Account in accordance with the provisions of this Indenture Collection Account Agreements which causes a debit balance to arise on that account (the debit balance being an "Overdraft") and the information most recently delivered pursuant Overdraft is not reduced to Section 8.1. In addition, notwithstanding anything in the foregoing zero by any amount subsequently credited to the contraryCollection Account within one Business Day of the Overdraft arising, the Trustee shall be authorized to accept instructions Cash Administrator may, upon request from the Servicer at close of business on a daily basis regarding withdrawals or order transfers of funds the relevant Business Day and subject to the relevant payment instruction provisions in the Bank Agreement, transfer an amount equal to the outstanding Overdraft from the Collection Account, Transaction Account to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make reduce the payments and disbursements described in this IndentureOverdraft to zero, subject to sufficient funds standing to the credit of the Transaction Account being available for that purpose.

Withdrawals. (a) The Beneficiary shall have the right, without notice to the Grantor, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee (the "Withdrawal Notice"), such amounts or Assets as are specified in such Withdrawal Notice. The Withdrawal Notice shall (i) specify the amounts and/or Assets to be delivered and (ii) any conditions of delivery for such Assets. The Beneficiary need present no statement or document other than the Withdrawal Notice in order to withdraw Assets. (b) Upon receipt of a Withdrawal Notice, the Trustee shall immediately take any and all steps reasonably necessary to transfer the Assets held in the Trust Account as specified in such Withdrawal Notice, and shall deliver such amount or Assets to or for the account of the Beneficiary as specified in such Withdrawal Notice. (c) In the absence of a Withdrawal Notice the Trustee shall allow no withdrawal of any Asset from the Trust Account except for payments permitted under Section 4.01. Section 2.02. The Beneficiary agrees and covenants to the Grantor that it shall only withdraw the amounts or Assets from the Trust Account to satisfy amounts due without diminution because of the insolvency of Beneficiary or Grantor, for the following purposes only: (a) to pay or reimburse the Beneficiary for the Grantor's share under the Reinsurance Agreement for any losses and allocated loss expenses paid by Beneficiary but not recovered from the Grantor or for unearned premiums due to Beneficiary, if not otherwise paid by Grantor; (b) to make payment to Grantor of any amounts held in the Trust Account that exceed 102% of the actual amount required to fund Grantor's Obligations (as defined in New York State Insurance Department Regulation No. 114) under the Reinsurance Agreement; or (c) where Beneficiary has received Termination Notice of the Trust Account pursuant to Section 7.01 hereof, and where Grantor's Obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) business days prior to the Termination Date (as hereinafter defined), to withdraw amounts equal to such Obligations and deposit such amounts in a separate account, in the name of Beneficiary in any United States bank or trust company, apart from its general assets, in trust for such uses and purposes specified in subsections (a) and (b) above, as may remain executory after such withdrawal and for any period after the Termination Date. Section 2.03. The Trustee shall have the sole and exclusive right no responsibility whatsoever to withdraw determine that any amounts or order a transfer of funds Assets withdrawn 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 Trust Account pursuant to Article II hereof will be used and applied in a manner consistent with 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 Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this Indenture2.02 above.

Withdrawals. The (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall have continue to be maintained by the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before July 5, 2005 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on July 31, 2005. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (b) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Indenture and Agreement, it shall make 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 payments specified therein in accordance with the provisions of this Indenture and Agreement. If such complying Withdrawal Notice is received by the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contraryDepositary no later than 11:00 a.m. (New York City time) on a Business Day, the Trustee Depositary shall be authorized to accept instructions from make the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent payments requested in such funds either Withdrawal Notice no later than 10:00 a.m. (iNew York City time) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered succeeding Business Day or such later time as requested by the Servicer following Escrow Agent while funds may be transferred in the date of such withdrawal or Fed Wire electronic transfer (or system as specified in such earlier written notice as may be required Withdrawal Notice. If such complying Withdrawal Notice is received by the Trustee from the Servicer from time to Depositary after 11:00 a.m. (New York City time). Notwithstanding anything therein to the contrary) on a Business Day, the Trustee Depositary 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described requested in this Indenturesuch Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Escrow Agent while funds may be transferred in the Fed Wire electronic transfer system as specified in such Withdrawal Notice.

Withdrawals. The Cash Manager may make withdrawals: (a) on behalf of the Mortgages Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Mortgages Trustee GIC Account; and (b) on behalf of Funding from the Funding GIC Account, but only: (i) with the prior consent of the Security Trustee following receipt of a request for withdrawal in all events writing from the Cash Manager on behalf of Funding; and (ii) 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); and (c) on behalf of 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 Deed, the Bank Account Agreement, the 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 Funding 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 terms and provisions of this Indenture and Ninth Issuer Closing Date, the information most recently delivered Cash Manager shall withdraw £65,500,000 from the Funding GIC Account representing the amount by which the amounts standing to the Trustee pursuant credit of the Funding Reserve Ledger exceed the Funding Reserve Fund Required Amount on that date and shall pay such amounts 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 Seller by way of funds from the Collection Account, in all events Deferred Consideration 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 Trustee shall be authorized to accept instructions from the Servicer on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent such funds either (i) have been mistakenly deposited into the Collection Account (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 foregoing sentence, the Servicer shall provide the Trustee with notice of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer from time to time). Notwithstanding anything therein to the 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 any misdirected funds described in clause (i) and (ii) of the second foregoing sentence. Within two Business Days of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the IssuerMortgage Sale Agreement. On each Payment the Ninth Issuer Closing Date, the Trustee Cash Manager shall apply withdraw £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 Collection Account to make provisions of the payments and disbursements described in this IndentureMortgage Sale Agreement.

Withdrawals. The Trustee shall have To the sole and exclusive right to withdraw or order a transfer of extent 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 are available in the foregoing to the contraryConcentration Account, the Trustee shall be authorized to accept instructions withdraw from the 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 on in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a daily basis regarding withdrawals or order transfers of funds 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 Collection 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 terms 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 extent such funds either (i) have been mistakenly deposited into the Collection Account (including without limitation funds representing Assessments or dues payable by Obligors to POAs applicable Broker/Dealer or other entities) selling agent any related sales expenses and commissions 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 foregoing sentence, Debtor to reimburse the Servicer shall provide the Trustee with notice Debtor for its payment of such withdrawal or transfer, together with reasonable supporting details, on the next Monthly Servicing Report to be delivered sales expenses and commissions; (F) As directed in writing by the Servicer following the date of such withdrawal or transfer (or in such earlier written notice as may be required by the Trustee from the Servicer Debtor from time to time). Notwithstanding anything therein , 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 contraryTrustee from time to time, the Trustee shall be entitled fee then payable to make withdrawals or order transfers of funds from Administrator for services performed under the Collection AccountAdministration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement; (H) To pay to the Debtor, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the reserve account balance of a Receivable Seller that the Debtor certifies to the Trustee in connection 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 any misdirected funds described respect to a series as may be specified in clause the related supplemental note agreement; (iK) Invest the remaining amounts promptly in Permitted Investments as provided in Section 5.11(e); and (L) Withdraw and (ii) pay to the Debtor all of the second foregoing sentence. Within two Business Days remaining amounts upon termination of receipt, the Servicer shall transfer all Collections processed by the 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 respect of releases of Pledged Loans by the Issuer. On each Payment Date, the Trustee shall apply amounts in the Collection Account to make the payments and disbursements described in this IndentureNote Agreement.