Common use of Interest Advances Clause in Contracts

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect In the event that any Note Payment Trustee Certificate delivered to each Determination Date for which the sum of Interest Proceeds andTrustee indicates that, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Notes on the following Note Payment Date as a result of interest shortfalls to which such Note Payment Trustee Certificate relates, there will be insufficient funds in the Payment Account on the Loan Obligations such Note Payment Date (the amount of such insufficiency, an “Interest Shortfall”)insufficiency being referred to as a "Funding Deficiency") to pay the interest on the Timber Notes required to be paid pursuant to clause (i) of Section 5.7(b) on such Note Payment Date, the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business Issuer shall, on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, or prior to any funding the date of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial Note Payment Trustee Certificate, if there is then an amount available under the Line of Credit Agreement, deliver a notice that reduce such of borrowing under the Line of Credit Agreement (and deliver a copy thereof to the Trustee) for an Advance (any Advance pursuant to a notice of borrowing given pursuant to this Section 11.2(a), an "Interest Shortfall. No later than 5:00 Advance") to be made under the Line of Credit Agreement prior to 1:00 p.m. (New York time) City time on the Business Day immediately preceding the related such Note Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in (the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date "Deficiency Amount") equal to the lesser of (i) the aggregate amount then available under the Line of such Interest Shortfalls that would otherwise occur on the Notes Credit Agreement and (ii) the aggregate amount indicated on such Note Payment Trustee Certificate which, when added to the other funds expected to be in the Payment Account on such Note Payment Date, will be sufficient to permit the payment in full, from funds available therefor under Section 5.7(b) of the Indenture, of all accrued and unpaid interest payments (excluding interest on Premiums) on the Timber Notes. If the Note Payment Trustee Certificate indicates that a Funding Deficiency exists, such Note Payment Trustee Certificate is not received accompanied by a copy of a notice of borrowing under the Line of Credit Agreement in respect the Deficiency Amount and there is then an amount available under the Line of Loan Obligations. Notwithstanding Credit Agreement, the foregoing, in no circumstance will Trustee shall promptly deliver a notice of borrowing under the Advancing Agent be required Line of Credit Agreement (and deliver a copy thereof to make the Issuer) for an Interest Advance in respect the Deficiency Amount (or any portion thereof not reflected in a notice of borrowing delivered by the Issuer as aforesaid) to be made under the Line of Credit Agreement prior to 1:00 p.m. New York City time on such Note Payment Date. In the event that, as of 1:00 p.m. New York City time on any Note Payment Date there exists a Loan Obligation Funding Deficiency in the Payment Account, the Trustee shall (I) pay the interest on the Timber Notes on the Payment Date to the extent that of the aggregate outstanding funds available therefor in the Payment Account and (II) if there is then an amount available under the Line of Credit Agreement, deliver a notice of borrowing under the Line of Credit Agreement (and deliver a copy thereof to the Issuer) for an Interest Advance to be made under the Line of Credit Agreement on the next Business Day or as soon as practicable thereafter in an amount equal to the lesser of (i) the amount then available under the Line of Credit Agreement and (ii) the amount which, when added to the other funds in the Payment Account on such Note Payment Date, will be sufficient to permit the payment in full, from funds available therefor under Section 5.7(b) of the Indenture, of all unreimbursed Interest Advances would exceed accrued and unpaid interest (excluding interest on Premiums) on the aggregate outstanding principal amount of Timber Notes to the NotesNote Payment Date. Any If the Interest Advance made by referred to in clause (II) above has been deposited into the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for Account at or before 1:00 p.m. New York City time on any Business Day, then, at or before 2:00 p.m. New York City time on such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (orDay, or if such Interest Advance is made prior to final determination by has been deposited into the Payment Account after 1:00 p.m. New York City time on any Business Day, at or before 2:00 p.m. New York City time on the following Business Day, the Trustee of shall utilize such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made a supplemental interest payment pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; clause (ii) of Section 5.7(b) in the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support amount thereof to the Holders of the Class A Notes, the Class B Notes and the Class C Timber Notes. For purposes The proceeds of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any each Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is deposited in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, Payment Account as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances provided in installmentsSection 5.7(a)(i). (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “"Interest Shortfall”"), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s 's receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “"Interest Advance”") by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.7(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls interest shortfalls that would otherwise occur on the Class A Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Non-Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesCollateral Debt Securities. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s 's receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent Trustee shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.7(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance Advance, if made, would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 fifteen (15) days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest -160- Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, Trustee shall be required to make any Interest Advance unless (a) such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Debt Securities and has determined in its reasonable judgment that the recovery would not result in an Interest ShortfallShortfall and (b) as of the most recent Measurement Date, the Aggregate Collateral Balance exceeds the Aggregate Outstanding Amount of the Class A Notes and Class B Notes. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “"as is” " or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, Noteholders and the Class B Notes and the Class C NotesNoteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. All reimbursements of Nonrecoverable Advances hereunder will be made first, from Principal Proceeds and second (to the extent that there are insufficient Principal Proceeds for such reimbursement), from Interest Proceeds. (c) Each of the The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Principal Proceeds and second (to the extent that there are insufficient Interest Principal Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest ShortfallProceeds; provided provided, that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent Trustee shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent Agent's and the Backup Advancing Agent Trustee's obligations to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunder, Trustee be required to advance any amounts payments in respect of payments principal or with respect to any Class of principal of any Loan ObligationNotes other than the Class A Notes and the Class B Notes. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s 's Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesXxxxx'x, setting forth the basis for such determination; provided provided, that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee's entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Offered Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Offered Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Offered Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Offered Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes, the Class C Notes and the Class C D Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Offered Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes, the Class C Notes and the Class C D Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes, the Class C Notes and the Class C D Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Payment Date for which the sum of (i) Collateral Interest Proceeds and, if applicable, Principal Proceeds, Collections collected during the related Due Period that are available to pay interest and (ii) funds on deposit in the Notes in accordance with the Priority of PaymentsCollection Account, are insufficient to remit the interest due and payable with respect to the Class A Notes and Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), so long as that no Event of Default is occurring (except an Event of Default with respect to the non-payment of interest on the Class A Notes or the Class B Notes), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business 12:00 noon (New York time) on the Business Day following immediately preceding such Determination Payment Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance (as defined below) by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery deliver of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance Shortfall in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.17(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to does not make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a)11.1, the Backup Advancing Agent Trustee shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.17(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance Advance, if made, would constitute a Nonrecoverable Interest Advance. Based upon available information at Notwithstanding the timeforegoing, to the Backup Advancing Agent, the Loan Obligation Manager or extent the Advancing Agent will provide 15 days prior notice fails to the Rating Agencies if recovery of a Nonrecoverable make an Interest Advance would result in it was required to make, the Advancing Agent shall not be entitled to make a recoverability determination affecting the Trustee’s obligation to provide an Interest Shortfall Advance and any such determination shall not be binding on the next succeeding Payment DateTrustee. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, Trustee shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith and, with respect to any such determination made by the Advancing Agent, in accordance with the Advancing Standards (as defined below), that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Interests. Such interest on any Interest Advance will be payable to the Advancing Agent or the Trustee, as the case may be, out of default charges collected in respect of the Collateral Interests for the related period or, in connection with the reimbursement of such Interest Advance, out of Collateral Interest Collections, and has determined to the extent not reimbursed in its reasonable judgment full by Collateral Interest Collections, out of Collateral Principal Collections then on deposit in the Collection Account or any collection account established in favor of the Underlying Trust (provided that interest on Nonrecoverable Advances will be payable first from Collateral Principal Collections, and to the recovery would extent not reimbursed in full from Collateral Principal Collections, from Collateral Interest Collections then on deposit in the Collection Account or any collection account established in favor of the Underlying Trust). To the extent interest on any outstanding Interest Advance cannot be offset by such default charges, such interest accrued on outstanding Interest Advances made in respect thereof will result in an Interest Shortfalla reduction in amounts payable on the Collateral Interests. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, will take into account: (i1) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-then current condition and occupancy; (ii2) that such Interest Advances, together with interest accruing thereon, may only be recovered from subsequent payments or collections on the Collateral Interests, as allocable thereto from recoveries on the related Mortgage Properties pursuant to the related participation agreement, intercreditor agreement or other similar agreement; (3) that the related Senior Interests may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Interests may be required to be fully reimbursed, prior to any amounts recovered in respect of the Mortgaged Properties being allocated or otherwise made available to the Collateral Interests; (4) the possibility and effects of future adverse change with respect to the Mortgaged Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv5) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C NotesNoteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, determines that future Interest Proceeds and Principal Proceeds payments or collections on the Collateral Interests may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate Rate, within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders Noteholders. The Trustee shall be entitled to conclusively rely on any determination by the Advancing Agent that an Interest Advance, if made, would constitute a Nonrecoverable Advance. The Collateral Manager and the Advancing Agent shall provide any information regarding the Collateral reasonably requested by the Trustee in connection with the Trustee’s determination of the Noteswhether any Interest Advance would be recoverable. (cb) Each of the The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of PaymentsSection 11.1(k). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (dc) The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (ed) The Advancing Agent’s obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations Class A Notes and Class B Notes will continue through the Stated Maturity Date, unless date on which the Class A Notes, the Class B outstanding principal amount of such Notes and the Class C Notes are previously redeemed is paid in full or repaid in fullredeemed. (fe) In no event will the Advancing AgentAgent or the Trustee be required to advance any payments in respect of interest on any Notes other than the Class A Notes and Class B Notes or any payments in respect of principal on any Notes. (f) In consideration of the performance of its obligations hereunder, the Trustee shall be entitled to receive, in its capacity as such hereunder or backup advancing agent, at the Trusteetimes set forth herein and subject to the conditions and the priority of distribution provisions hereof, in its capacity as Backup to the extent funds are available therefor, the Trustee Interest Advance Fee. In addition, to the extent that the Trustee makes an Interest Advance on any Payment Date that the Advancing Agent hereunderwas required, but failed to make, the Trustee shall be required entitled to advance receive the Advancing Agent Fee (in addition to the Trustee Interest Advance Fee) for such Payment Date and any amounts in respect of payments of principal of any Loan Obligationfuture Payment Dates upon which such Interest Advance remains outstanding. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority conditions and the priority of Paymentsdistribution provisions hereof, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, Fee (except to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed Fee is being paid to make and did not determine to be nonrecoverablethe Trustee as described in clause (f), the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstandingabove). (h) The determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer ) and the Rating AgenciesIssuer, setting forth the basis for such determination; provided provided, that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent Agent’s or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on The Advancing Agent, in such capacity, shall act in the best interests of the Class A Noteholders and the Class B Noteholders (taking into account the interests of the Class A Noteholders and the Class B Noteholders collectively), as determined by the Advancing Agent, in its good faith judgment and in accordance with this Indenture and applicable law, and in all cases without regard to: (i) any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide relationship that the Advancing Agent may have with notice any obligor under a Collateral Interest or any Affiliate of such default on obligor, any seller or any other parties to this Indenture; (ii) the Business Day immediately following such default. In addition, upon request, the Trustee shall provide ownership of any Note by the Advancing Agent or any of its Affiliates; (either electronically iii) the adequacy of the Advancing Agent’s right to receive compensation for its services and reimbursement for its costs hereunder; (iv) the ownership or management of any interests in hard-copy format)any mortgage loans, with copies mortgaged properties, mezzanine loans or Collateral Interests by the Advancing Agent; (v) any obligation of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent or any of its Affiliates to cure a breach of a representation or warranty or document defect with respect to, or repurchase or substitute for any Collateral Interest; and (vi) any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit debt the Advancing Agent to make a determination or any of recoverability with respect its Affiliates has extended to any obligor under any Collateral Interest Advance and or any of its Affiliates (the criteria specified in this Section 10.17(i), collectively referred to otherwise perform its advancing functions under this Indentureas the Advancing Standards).

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class C E Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class C E Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent made) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class C E Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of (i) Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest and (ii) funds on deposit in the Notes in accordance with the Priority of PaymentsCollection Account, are insufficient to remit the interest due and payable with respect to the Class A Notes and Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business 12:00 noon (New York time) on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance (as defined below) by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance Shortfall in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.3(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the Business Day following the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to does not make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a)11.1, the Backup Advancing Agent Trustee shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.3(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance, if made, would constitute a Nonrecoverable Interest Advance. The determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager is or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of is not a Nonrecoverable Interest Advance would result in an Interest Shortfall shall not be binding on the next succeeding Payment Date. No later than Trustee if the close of business on the Determination Date related Advancing Agent fails to a Payment Date on which the recovery of a Nonrecoverable make such Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recoveryAdvance. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, Trustee shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith and, with respect to the Advancing Agent, that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined Collateral Interests. Such interest on any Interest Advance will be payable to the Advancing Agent or the Trustee, as the case may be, out of Default Charges collected in its reasonable judgment that respect of the recovery would Collateral Interests for the related period or, in connection with the reimbursement of such Interest Advance, out of any amounts then on deposit in the Collection Account. To the extent interest on any outstanding Interest Advance cannot be offset by such Default Charges, such interest accrued on outstanding Interest Advances made in respect thereof will result in an Interest Shortfalla reduction in amounts payable on the Collateral Interests. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-then current condition and occupancy; (ii) that such Interest Advances, together with interest accruing thereon, may only be recovered from subsequent payments or collections on the Collateral Interests, as allocable thereto from recoveries on the related Mortgage Properties pursuant to the related participation agreement, intercreditor agreement or other similar agreement; (iii) that the related Senior Interests may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Interests may be required to be fully reimbursed, prior to any amounts recovered in respect of the Mortgaged Properties are allocated or otherwise made available to the Collateral Interests; (iv) the possibility and effects of future adverse change with respect to the Mortgaged Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (ivv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C NotesNoteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, determines that future Interest Proceeds and Principal Proceeds Available Distribution Amounts may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders Noteholders. If the Advancing Agent does not make an Interest Advance, the Advancing Agent will be conclusively deemed to have determined that such Interest Advance, if made, would constitute a Nonrecoverable Interest Advance and the Trustee will not be required to make a further determination of the Notesnon-recoverability. (c) Each of the The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of PaymentsSection 11.1(d). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The Advancing Agent’s obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations Collateral Interests will continue through liquidation of the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C Notes are previously redeemed or repaid in fullCollateral Interests. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunder, Trustee be required to advance any amounts payments in respect of payments of principal of any Loan Obligationprincipal. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent Trustee shall be entitled to receive, in its capacity as Backup Advancing Agent, at the times set forth herein and subject to the Priority conditions and the priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Paymentsdistribution provisions hereof, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Servicing Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer ) and the Rating AgenciesIssuer, setting forth the basis for such determination; provided provided, that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent Agent’s or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) [Reserved.] (j) If the Advancing Agent fails to make a Scheduled Distribution on any Loan Obligation is required Interest Advance and it has not paid determined such Interest Advance to be Nonrecoverable, the Trustee on Collateral Manager may, and at the Due Date therefordirection of the Controlling Class shall, terminate such Advancing Agent and replace such Advancing Agent with a successor advancing agent, the appointment of which satisfies the Rating Agency Condition. In the event that the Collateral Manager has not terminated and replaced such Advancing Agent within 30 days of such Advancing Agent’s failure to make a required Interest Advance, the Trustee may terminate such Advancing Agent and appoint a successor Advancing Agent. If necessary the Collateral Manager shall provide pay any such successor the Advancing Agent with notice Fee plus an additional advancing agent fee (the “Successor Advancing Agent Fee”) at a per annum rate no greater than 0.01875% of the Aggregate Collateral Balance of the Collateral Interests. Such Successor Advancing Agent Fee shall be part of the Senior Collateral Management Fee. Such terminated Advancing Agent shall remain an Advancing Agent until a successor advancing agent meeting the requirements of this paragraph has agreed to accept the obligations of such default on the Business Day immediately following such defaultterminated Advancing Agent hereunder. In addition, upon request, the The Trustee shall provide be entitled to receive the Successor Advancing Agent Fee and the Advancing Agent Fee in the event that (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and i) the Trustee shall promptly make available to makes any required Interest Advance or (ii) the Advancing Agent any other information reasonably available to the Trustee by reason has received notice of its acting removal, until such time as Trustee hereunder to permit the Advancing Agent to make appointment of a determination of recoverability with respect to any Interest Advance and to otherwise perform its successor advancing functions under this Indentureagent is effective.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.7(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A Notes and the Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Debt Securities. Notwithstanding the foregoing, in no circumstance will shall the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Debt Security (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.7(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 fifteen (15) days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Assets and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgaged Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgaged Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A NotesA-1 Noteholders, the Class B Notes A-2 Noteholders, the Class A-3 Noteholders, the Class B-FL Noteholders and the Class C NotesB-FX Noteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will shall be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent Trustee to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, Agent in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to make Interest Advances for distributions to the Holders of any Class of Notes other than the Class A Notes and the Class B Notes, or with respect to any Collateral Debt Security other than a Non-Advancing Collateral Debt Security, and in no event will the Advancing Agent or the Trustee, in its capacity as backup advancing agent, be required to advance any amounts in respect of payments of principal of any Loan ObligationCollateral Debt Security. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing AgentTrustee’s back-up advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefortherefore, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and Issuer, the applicable Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.10(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A-1 Notes, the Class A-2 Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Debt Securities. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Debt Security (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.10(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 fifteen (15) days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Assets and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A NotesA-1 Noteholders, the Class B Notes A-2 Noteholders and the Class C NotesB Noteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent Trustee to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, Agent in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to make Interest Advances for distributions to the Holders of any Class of Notes other than the Class A Notes and the Class B Notes, or with respect to any Collateral Debt Security other than a Non-Advancing Collateral Debt Security, and in no event will the Advancing Agent or the Trustee, in its capacity as back-up advancing agent, be required to advance any amounts in respect of payments of principal of any Loan ObligationCollateral Debt Security. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing AgentTrustee’s back-up advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefortherefore, the Backup Back-Up Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and Issuer, the applicable Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, Agent in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating AgenciesXxxxx’x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Payment Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period and remitted to the Trustee that are available to pay interest on the Class A Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations Mortgage Loans (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business noon (New York time) on the Business Day following such Determination preceding each Payment Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsMortgage Loans. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Mortgage Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Class A Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made related Payment Date (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Advancing Agent shall be terminated and the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Mortgage Loans and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Class A Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent or the Backup Advancing Agent, as the case may be, shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent or the Backup Advancing Agent, as the case may be, determines is in the best interest of the Class A Notes, Holders of the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations Notes will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Mortgage Loan Obligationor Note. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding[Reserved]. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest AdvanceAdvance (together with accrued interest thereon), if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby)Trustee, the Issuer and the Rating AgenciesXxxxx’x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent Agent’s or the Backup Advancing Agent’s, entitlement to reimbursement with respect to, to any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an a “Note Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Note Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Note Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Note Interest Shortfall), the Advancing Agent shall advance the difference between amount of such amounts Note Interest Shortfall (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.12(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Note Interest Shortfalls that would otherwise occur on the Class A Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Interests. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Interest (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Class A Notes and the Class B Notes, (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100% or (z) in excess of the Note Interest Shortfall for such Non-Advancing Collateral Interest. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Note Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Note Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Note Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b10.12(b). The Backup Advancing Agent shall be entitled entitled, but not required, to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 days prior notice to MBIA (if MBIA is the Controlling Class) and each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Note Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an a Note Interest Shortfall, the Loan Obligation Collateral Manager will provide each Rating Agency and MBIA (if MBIA is the Rating Agencies Controlling Class) notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest accrued or expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations of the Collateral and has determined in its reasonable judgment that the recovery would not result in an a Note Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will may take into account: (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “as is” or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Interest may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Interests; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, Noteholders and the Class B Notes and the Class C NotesNoteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Backup Advancing Agent will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Note Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent Agent, as applicable, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments) first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds. The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Holders of the Class A Notes, Notes and the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of . Such interest on any Interest Advance will be payable to the Advancing Agent and the Backup Advancing Agent Agent, as applicable, prior to any payments of interest on or principal of the Notes at the time of recovery of the related Interest Advance, first, from Interest Proceeds and, second, from Principal Proceeds. (e) The Advancing Agent’s and the Backup Advancing Agent’s obligations to make Interest Advances in respect of the Loan Obligations Collateral Interests will continue through the Stated Maturity DateRated Final Maturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunderAgent, be required to advance any amounts payments in respect of payments principal or with respect to any Class of principal of any Loan ObligationNotes other than the Class A Notes and the Class B Notes. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the The Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefortherefore, the Backup Advancing Agent Fee. If In addition, if the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Agent Fee for so as long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Interest is not paid to the Trustee on the Due Date therefor, the Trustee (or the Servicer, to the extent set forth in the Servicing Agreement) shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Interests and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Payment Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period and remitted to the Note Administrator that are available to pay interest on the Class A Loans, the Class B Notes, the Class C Notes in accordance with and the Priority of Payments, Class D Notes are insufficient to remit the interest due and payable with respect to the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes in accordance with the Priority of Payments on the following any such Payment Date as a result of interest shortfalls on the Loan Obligations Mortgage Assets (or the application of interest received on the Mortgage Assets to pay certain expenses in accordance with the terms of the Servicing Agreement) (the amount of such insufficiency, an “Interest Shortfall”), the Trustee Note Administrator shall provide the Advancing Agent with written email notice of such Interest Shortfall no later than the close of business on the second (2nd) Business Day preceding such Payment Date, at the following address: Lument Commercial Mortgage Trust, 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Attention: General Counsel, with a copy to: c/o Lument Investment Management, 10 X. Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxx 00000 Attention: General Counsel, Email: gxxxxxx.xxxxxxx@xxxxxx.xxx, or such Determination Dateother email address as provided by the Advancing Agent to the Note Administrator. The Trustee Note Administrator shall provide the Advancing Agent with additional email notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee Note Administrator after delivery of such initial notice that reduce reduces such Interest Shortfall. No later than 5:00 p.m. 10:00 a.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.7(b), and subject in all events to a maximum limit in limit, with respect of to any Payment Date Date, equal to the lesser of (i) the aggregate amount of such Interest Shortfalls that would otherwise occur on the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date and (ii) the aggregate amount of the interest payments not received in respect of Loan ObligationsMortgage Assets with respect to such Payment Date (including, for such purpose, interest payments received on the Mortgage Assets but applied to pay certain expenses in accordance with the terms of the Servicing Agreement) under the circumstances and subject to the limitations set forth herein. If the Advancing Agent fails to make a required Interest Advance, (i) the Backup Advancing Agent shall make such Interest Advance and (ii) if the Backup Advancing Agent fails to make such Interest Advance, the Trustee shall make such Interest Advance, in each case, subject to a determination of recoverability. Notwithstanding the foregoing, in no circumstance will the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, be required to make an Interest Advance in respect of a Loan Obligation Mortgage Asset to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount Aggregate Outstanding Amount of the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes. In addition, in no event will the Advancing Agent, the Backup Advancing Agent or the Trustee be required to advance any payments in respect of (i) interest on any Class other than the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes or (ii) principal of any Class A Loan or Note. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee Note Administrator on the same Business Day that such Interest Advance was made related Payment Date (or, if such Interest Advance is made prior to final determination by the Trustee Note Administrator of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business 10:00 a.m. (New York time) on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to by 10:00 a.m. (New York time) on the time at Business Day preceding the Payment Date upon which distributions are to be made pursuant to Section 11.1(a11.1(a)(i), the Note Administrator shall remove the Advancing Agent in its capacity as advancing agent hereunder as required under Section 17.5(d) and the Backup Advancing Agent shall be required to make such Interest AdvanceAdvance no later than 11:00 a.m. (New York time) on the Payment Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b10.7(b). The If the Backup Advancing Agent fails to make any required Interest Advance by 12:00 p.m. on the Payment Date, then the Backup Advancing Agent shall notify the Trustee, via email at cxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx no later than 12:00 p.m. on the Payment Date and shall furnish to the Trustee any information requested by the Trustee to determine recoverability of such Interest Advance. The Trustee shall, based on its determination of recoverability, make such Interest Advance no later than 3:00 p.m. on the Payment Date. The Trustee shall be entitled to conclusively rely on any affirmative determination notice given by the Advancing Agent that an Interest Advance would constitute or Backup Advancing Agent with respect to a Nonrecoverable Interest AdvanceAdvance hereunder. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager Agent or the Advancing Agent or the Collateral Manager, as applicable, will provide 15 fifteen (15) days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager Special Servicer will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither none of the Advancing Agent nor Agent, the Backup Advancing AgentAgent or the Trustee, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will not be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an a Nonrecoverable Interest ShortfallAdvance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent, the Backup Advancing Agent or the Backup Advancing AgentTrustee, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Loans or any Class B Notes and the Class C of Investment Grade Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent, the Backup Advancing Agent or the Backup Advancing AgentTrustee, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent and the Trustee will be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest Advance. Absent bad faith, the determination by the Advancing Agent, the Backup Advancing Agent or the Backup Advancing AgentTrustee, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes. (c) Each of the Advancing Agent and Agent, the Backup Advancing Agent will be entitled to and the Trustee may recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or Agent, the Backup Advancing Agent or the Trustee shall be entitled to recover all outstanding Interest Advances from the Collection Accounts Account pursuant to the Servicing Agreement on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments)Date. The Advancing Agent or Backup Advancing Agent, as the case may be, shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent or Backup Advancing Agent, as the case may be, determines is in the best interest of the Holders of the Class A Notes, the Class B Notes Loans and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and Agent, the Backup Advancing Agent and the Trustee will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and , the Backup Advancing Agent and the Trustee to make Interest Advances in respect of the Loan Obligations Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes will continue through the Stated Maturity Date, unless the Class A Loans, the Class B Notes, the Class B C Notes and the Class C D Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder hereunder, or the TrusteeNote Administrator, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of (i) interest on any Class other than the Class A Loans, the Class B Notes, the Class C Notes and the Class D Notes or (ii) principal of any Class A Loan Obligationor Note. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration For so long as LCMT (or any of its Affiliates) (i) is the Advancing Agent and (ii) LMF Holder (or any of its Affiliates) owns all of the Backup Class G Notes, LCMT hereby agrees, on behalf of itself and the other Affiliates of such REIT, to waive its rights to receive the Advancing Agent’s obligations hereunderAgent Fee and any Reimbursement Interest. If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, the Backup Advancing Agent shall be entitled in default of its obligations under this Indenture and the Note Administrator shall terminate the Advancing Agent in its capacity as Advancing Agent under the terms of this Indenture and the Servicing Agreement and use commercially reasonable efforts for up to receive, at 90 days following such termination to replace the times Advancing Agent with a successor advancing agent that satisfies the requirements set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Feein this Indenture. If the Backup Advancing Agent makes is terminated for failing to make an Interest Advance hereunder (as provided in Section 17.5(d)) (or for failing to make a Servicing Advance under the Servicing Agreement) that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent Agent, the Trustee or any applicable subsequent successor advancing agent will be entitled to receive the Advancing Agent’s Agent Fee for so long as such (plus Reimbursement Interest on any Interest Advance made by the Backup Advancing Agent or the Trustee (in each case solely with respect to Interest Advances) or made by any applicable subsequent successor advancing agent with respect to Servicing Advances or Interest Advances) and shall make Interest Advances until a successor advancing agent is outstandingappointed. (h) The determination by the Advancing Agent, the Backup Advancing Agent or the Backup Trustee (in its capacity as successor Advancing Agent), as applicable, (i) that it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (orTrustee, if applicable, retained thereby)the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent, the Backup Advancing Agent or the Backup Advancing AgentTrustee, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with With respect to any Interest Advance made by the Trustee, the Trustee shall succeed to all of the Backup Advancing Agent’s rights, protections and immunities hereunder, including, without limitation, the Backup Advancing Agent’s rights of reimbursement and interest on each Interest Advance at the reimbursement rate, the Advancing Agent Fee and the right to otherwise perform determine that a proposed Interest Advance is a Nonrecoverable Interest Advance. Without limiting the generality of the foregoing, all references to “Backup Advancing Agent” in Section 11.1 relating to reimbursing the Backup Advancing Agent for any Interest Advance or interest thereon shall include the “Trustee” so the Note Administrator shall be entitled to withdraw from the Payment Account any amounts available to pay the Trustee, reimburse the Trustee for such Interest Advances and other items and use such amounts instead to reimburse the Trustee for such Interest Advances; provided that the Trustee shall have priority over the Backup Advancing Agent for such reimbursements. (j) The Trustee will remain eligible to act as Backup Advancing Agent for so long as it maintains its advancing functions eligibility requirements as Trustee under this IndentureSection 6.8.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “"Interest Shortfall”"), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s 's receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “"Interest Advance”") by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.8(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A-1 Notes, the Class A-2 Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Debt Securities. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Debt Security (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s 's receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.8(b). The Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Trustee, in its capacity as Backup Advancing Agent, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Debt Securities and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “"as is” " or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A NotesA-1 Noteholders, the Class B Notes A-2 Noteholders and the Class C NotesB Noteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent Agent's and the Backup Advancing Agent Trustee's obligations to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunderAgent, be required to advance any amounts payments in respect of payments principal or with respect to any Class of principal of Notes other than the Class A-1 Notes, the Class A-2 Notes and the Class B Notes or with respect to any Loan ObligationCollateral Debt Security other than a Non-Advancing Collateral Debt Security. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s Trustee's backup advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s 's Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesXxxxx'x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Trustee's, in its capacity as Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Payment Date for which the sum of (i) Collateral Interest Proceeds and, if applicable, Principal Proceeds, Collections collected during the related Due Period that are available to pay interest and (ii) funds on deposit in the Notes in accordance with the Priority of PaymentsCollection Account, are insufficient to remit the interest due and payable with respect to the Class A Notes, Class B Notes, Class C Notes and Class D Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), so long as that no Event of Default is occurring (except an Event of Default with respect to the nonpayment of interest on the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business 12:00 noon (New York time) on the Business Day following immediately preceding such Determination Payment Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance (as defined below) by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery deliver of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance Shortfall in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.17(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to does not make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a)11.1, the Backup Advancing Agent Trustee shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.17(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance Advance, if made, would constitute a Nonrecoverable Interest Advance. Based upon available information at Notwithstanding the timeforegoing, to the Backup Advancing Agent, the Loan Obligation Manager or extent the Advancing Agent will provide 15 days prior notice fails to the Rating Agencies if recovery of a Nonrecoverable make an Interest Advance would result in it was required to make, the Advancing Agent shall not be entitled to make a recoverability determination affecting the Trustee’s obligation to provide an Interest Shortfall Advance and any such determination shall not be binding on the next succeeding Payment DateTrustee. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, Trustee shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith and, with respect to any such determination made by the Advancing Agent, in accordance with the Advancing Standards (as defined below), that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Interests. Such interest on any Interest Advance will be payable to the Advancing Agent or the Trustee, as the case may be, out of default charges collected in respect of the Collateral Interests for the related period or, in connection with the reimbursement of such Interest Advance, out of Collateral Interest Collections, and has determined to the extent not reimbursed in its reasonable judgment full by Collateral Interest Collections, out of Collateral Principal Collections then on deposit in the Collection Account or any collection account established in favor of the Underlying Trust (provided that interest on Nonrecoverable Advances will be payable first from Collateral Principal Collections, and to the recovery would extent not reimbursed in full from Collateral Principal Collections, from Collateral Interest Collections then on deposit in the Collection Account or any collection account established in favor of the Underlying Trust). To the extent interest on any outstanding Interest Advance cannot be offset by such default charges, such interest accrued on outstanding Interest Advances made in respect thereof will result in an Interest Shortfalla reduction in amounts payable on the Collateral Interests. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, will take into account: (i1) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-then current condition and occupancy; (ii2) that such Interest Advances, together with interest accruing thereon, may only be recovered from subsequent payments or collections on the Collateral Interests, as allocable thereto from recoveries on the related Mortgage Properties pursuant to the related participation agreement, intercreditor agreement or other similar agreement; (3) that the related Senior Interests may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Interests may be required to be fully reimbursed, prior to any amounts recovered in respect of the Mortgaged Properties being allocated or otherwise made available to the Collateral Interests; (4) the possibility and effects of future adverse change with respect to the Mortgaged Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv5) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C NotesNoteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, determines that future Interest Proceeds and Principal Proceeds payments or collections on the Collateral Interests may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate Rate, within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders Noteholders. The Trustee shall be entitled to conclusively rely on any determination by the Advancing Agent that an Interest Advance, if made, would constitute a Nonrecoverable Advance. The Collateral Manager and the Advancing Agent shall provide any information regarding the Collateral reasonably requested by the Trustee in connection with the Trustee’s determination of the Noteswhether any Interest Advance would be recoverable. (cb) Each of the The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of PaymentsSection 11.1(k). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (dc) The Advancing Agent and the Backup Advancing Agent Trustee will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (ed) The Advancing Agent’s obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations Class A Notes, Class B Notes, Class C Notes and Class D Notes will continue through the Stated Maturity Date, unless date on which the Class A Notes, the Class B outstanding principal amount of such Notes and the Class C Notes are previously redeemed is paid in full or repaid in fullredeemed. (fe) In no event will the Advancing AgentAgent or the Trustee be required to advance any payments in respect of interest on any Notes other than the Class A Notes, Class B Notes, Class C Notes and Class D Notes or any payments in respect of principal on any Notes. (f) In consideration of the performance of its obligations hereunder, the Trustee shall be entitled to receive, in its capacity as such hereunder or backup advancing agent, at the Trusteetimes set forth herein and subject to the conditions and the priority of distribution provisions hereof, in its capacity as Backup to the extent funds are available therefor, the Trustee Interest Advance Fee. In addition, to the extent that the Trustee makes an Interest Advance on any Payment Date that the Advancing Agent hereunderwas required, but failed to make, the Trustee shall be required entitled to advance receive the Advancing Agent Fee (in addition to the Trustee Interest Advance Fee) for such Payment Date and any amounts in respect of payments of principal of any Loan Obligationfuture Payment Dates upon which such Interest Advance remains outstanding. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority conditions and the priority of Paymentsdistribution provisions hereof, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, Fee (except to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed Fee is being paid to make and did not determine to be nonrecoverablethe Trustee as described in clause (f), the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstandingabove). (h) The determination by the Advancing Agent or the Backup Advancing AgentTrustee, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer ) and the Rating AgenciesIssuer, setting forth the basis for such determination; provided provided, that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent Agent’s or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to The Advancing Agent, in such capacity, shall act in the Trustee on best interests of the Due Date thereforClass A Noteholders, the Trustee shall provide Class B Noteholders, the Class C Noteholders and the Class D Noteholders (taking into account the interests of the Class A Noteholders, the Class B Noteholders Class C Noteholders and the Class D Noteholders collectively), as determined by the Advancing Agent, in its good faith judgment and in accordance with this Indenture and applicable law, and in all cases without regard to: (i) any relationship that the Advancing Agent may have with notice any obligor under a Collateral Interest or any Affiliate of such default on obligor, any seller or any other parties to this Indenture; (ii) the Business Day immediately following such default. In addition, upon request, the Trustee shall provide ownership of any Note by the Advancing Agent or any of its Affiliates; (either electronically iii) the adequacy of the Advancing Agent’s right to receive compensation for its services and reimbursement for its costs hereunder; (iv) the ownership or management of any interests in hard-copy format)any mortgage loans, with copies mortgaged properties, mezzanine loans or Collateral Interests by the Advancing Agent; (v) any obligation of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent or any of its Affiliates to cure a breach of a representation or warranty or document defect with respect to, or repurchase or substitute for any Collateral Interest; and (vi) any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit debt the Advancing Agent to make a determination or any of recoverability with respect its Affiliates has extended to any obligor under any Collateral Interest Advance and or any of its Affiliates (the criteria specified in this Section 10.17(i), collectively referred to otherwise perform its advancing functions under this Indentureas the Advancing Standards).

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.7(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A-1 Notes, the Class A-2 Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Debt Securities. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Debt Security (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.7(b). The Backup Advancing Agent Trustee shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 fifteen (15) days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Assets and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “as is” or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A NotesA-1 Noteholders, the Class B Notes A-2 Noteholders and the Class C NotesB Noteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C Notes, Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent Agent’s and the Backup Advancing Agent Trustee’s obligations to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunderAgent, be required to advance any amounts payments in respect of payments principal or with respect to any Class of principal of any Loan ObligationNotes other than the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing AgentTrustee’s back-up advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefortherefore, the Backup Back-Up Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesXxxxx’x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture. (j) Notwithstanding anything in this Indenture to the contrary, the Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of the recoveries in such a manner as the Advancing Agent determines is in the best interest of the Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Advances in installments.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the second Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) if such Interest Shortfall results from interest shortfalls on the Non-Advancing Collateral Debt Securities, by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.7(b). The obligation of the Advancing Agent or the Trustee, in its capacity as Back-up Advancing Agent, to make Interest Advances shall be subject to the following limitations: (i) Interest Advances shall only be made to the extent that Interest Proceeds (and, if applicable, Principal Proceeds) collected during the related Due Period are insufficient to pay in full interest due on the Class A Notes and subject the Class B Notes on any Payment Date in all events to a maximum limit accordance with the Priority of Payments and such shortfall results from interest shortfalls on the Non-Advancing Collateral Debt Securities; (ii) Interest Advances in respect of any Payment Date shall be subject to a maximum limit equal to the lesser of (ix) the aggregate of such Interest Shortfalls on the Class A Notes and Class B Notes that would otherwise occur on the Notes and (iiy) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding Non-Advancing Collateral Debt Securities; (iii) The Advancing Agent or the foregoingTrustee, in no circumstance will the its capacity as Back-up Advancing Agent Agent, shall not be required to make an Interest Advance in respect of a Loan Obligation (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Class A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%; (iv) The Advancing Agent or the Trustee, in its capacity as Back-up Advancing Agent, shall not be required to advance any payments in respect of principal, or in respect of interest with respect to any Class of Notes other than the Class A Notes and the Class B Notes; and (v) Interest Advances shall not be made with respect to any Interest Shortfall by the Advancing Agent or the Trustee, in its capacity as Back-up Advancing Agent, as applicable, if such Person has determined at that time that such advance would be a Nonrecoverable Interest Advance. Any Interest Advance made by the Advancing Agent or the Trustee, as Back-up Advancing Agent, with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent or the Trustee, as applicable, by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.7(b). The Backup Advancing Agent Trustee shall be entitled but not required to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Trustee, in its capacity as Backup Advancing Agent, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 days prior notice to each Rating Agency no later than the Rating Agencies close of business on the Business Day following the related Determination Date if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Debt Securities and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will be entitled to take into account:account:</ p> (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “as is” or then-then current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A NotesA-1 Noteholders, the Class B Notes A-2 Noteholders and the Class C NotesB Noteholders. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments) without regard to the triggering of any additional Interest Shortfall, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds, notwithstanding any resulting Interest Shortfall. The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent Agent’s and the Backup Advancing Agent Trustee’s obligations to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity Dateof the Class A Notes and the Class B Notes, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent hereunderAgent, be required to advance any amounts payments in respect of payments principal or with respect to any Class of principal of any Loan ObligationNotes other than the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing AgentTrustee’s backup advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If Fee (and, to the Backup Advancing Agent extent the Trustee makes an Interest Advance that the Advancing Agent failed was required, but failed, to make and did not determine to be nonrecoverablemake, the Backup Advancing Agent will Trustee shall also be entitled to receive the Advancing Agent’s Agent Fee for so long as such Interest Advance is outstanding). (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesXxxxx’x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture. (j) Notwithstanding anything in this Indenture to the contrary, the Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of the recoveries of Nonrecoverable Interest Advances in such a manner as the Advancing Agent determines is in the best interest of the Class A Notes and the Class B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments.

Interest Advances. (ai) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are is insufficient to remit the interest due and payable with respect to the Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations Collateral Interests (other than any Collateral Interest that is a Rake Bond) (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business 12:00 p.m. on the Business Day following such Determination immediately preceding the Payment Date. . (ii) The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. . (iii) No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall)Date, the Advancing Agent shall advance the difference between such amounts Interest Shortfall (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.8(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes Collateral Interests other than the Rake Bond and (ii) the aggregate amount by which Interest Proceeds collected during the related Due Period (that are available to pay interest of the Notes in accordance with Section 11.01(a) hereof) are insufficient to pay interest payments not received due on the Notes, in respect of Loan Obligations. full on such Payment Date. (iv) Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Collateral Interest to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. . (v) Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). . (vi) The Advancing Agent and Backup Advancing Agent, if applicable, shall provide the Trustee with written notice of a determination by the Advancing Agent or Backup Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent or Backup Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s or Backup Advancing Agent’s receipt of notice of such Interest Shortfall). . (vii) If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a)11:00 a.m. on any Payment Date, the Backup Advancing Agent shall terminate the Advancing Agent, including in its capacity as Master Servicer, and as successor Advancing Agent and successor Master Servicer shall be required to make such Interest AdvanceAdvance no later than 11 a.m. on the Payment Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b10.8(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. . (viii) No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will Advancing Agent shall provide such notice to the Rating Agencies notice of such recovery17g-5 Information Provider for prior posting on the 17g-5 Website. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent (in its capacity as successor Advancing Agent), as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, Rate will not be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an a Nonrecoverable Interest ShortfallAdvance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will may take into account: (i) amounts that may be realized on each Underlying Mortgaged Property the collateral backing all Collateral Interests and the related property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to all of the Underlying Mortgaged Propertiesmortgaged properties backing the Collateral Interests, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will be entitled to may recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is subsequently determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Due Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments) first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds. The Advancing Agent and Backup Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent or Backup Advancing Agent, as applicable, determines is in the best interest of the Class A Holders of the Notes, the Class B Notes and the Class C Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued at the Reimbursement Rate on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rateoutstanding. (e) The obligations of the Advancing Agent and the Backup Advancing Agent (in its capacity as successor Advancing Agent) to make Interest Advances in respect of the Loan Obligations Collateral Interests will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, Agent or Backup Advancing Agent (in its capacity as such hereunder or the Trustee, in its capacity as Backup successor Advancing Agent hereunderAgent), be required to advance any amounts in respect of payments of principal of any Loan ObligationCollateral Interest. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent (in its capacity as successor Advancing Agent), as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and and, the Rating Agencies17g-5 Information Provider for posting on the 17g 5 Website, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (ih) If a Scheduled Distribution on any Loan Obligation Collateral Interest is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Interests and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes on the following Payment Date as a result of to the extent such shortfall results from interest shortfalls on the Loan Obligations Non-Advancing Collateral Debt Securities (the amount of such insufficiency, an “"Interest Shortfall”"), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s 's receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “"Interest Advance”") by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A-1 Notes, the Class A-2 Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan ObligationsNon-Advancing Collateral Debt Securities. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation Non-Advancing Collateral Debt Security (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s 's receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations Collateral Debt Securities and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “"as is” " or then-current condition and occupancy; (ii) that the related Senior Tranches of any Collateral Debt Security may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Debt Securities; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A A-1 Notes, the Class B A-2 Notes and the Class C B Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations Collateral Debt Securities will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, Agent in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to make Interest Advances for distributions to the Holders of any Class of Notes other than the Class A-1 Notes, the Class A-2 Notes and the Class B Notes or with respect to any Collateral Debt Security other than a Non-Advancing Collateral Debt Security, and in no event will the Advancing Agent or the Backup Advancing Agent be required to advance any amounts in respect of payments of principal Principal of any Loan ObligationCollateral Debt Security. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s 's obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s 's Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s 's Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesXxxxx'x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation Collateral Debt Security is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations Collateral Debt Securities and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Notes and (ii) the aggregate of the interest payments not received in respect of Loan Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Obligation to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Backup Advancing Agent shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b). The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing Agent, the Loan Obligation Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Manager will provide the Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be recoverable from subsequent payments or collections with respect to all Loan Obligations and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account: (i) amounts that may be realized on each Underlying Mortgaged Property in its “as is” or then-current condition and occupancy; (ii) the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Notes. (c) Each of the Advancing Agent and the Backup Advancing Agent will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments). The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, the Class B Notes and the Class C B Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. (e) The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Loan Obligations will continue through the Stated Maturity Date, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Loan Obligation. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing Agent’s obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer and the Rating AgenciesMoody’s, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.

Interest Advances. (a) With respect to each Determination Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period that are available to pay interest on the Class A and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A and the Class B Notes on the following Payment Date as a result of interest shortfalls on the Loan Obligations (the amount of such insufficiency, an “Interest Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than the close of business on the Business Day following such Determination Date. The Trustee shall provide the Advancing Agent with notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later than 5:00 p.m. (New York time) on the Business Day immediately preceding the related Payment Date (but in any event no earlier than one Business Day following the Advancing Agent’s receipt of notice of such Interest Shortfall), the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.9(b10.10(b), and subject in all events to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A Notes and Class B Notes and (ii) the aggregate of the interest payments not received in respect of Loan Non-Advancing Collateral Obligations. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Loan Non-Advancing Collateral Obligation (x) to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal amount of the NotesClass A Notes and the Class B Notes or (y) if the Class A/B Par Value Ratio on the relevant Measurement Date is less than 100%. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Trustee on the same Business Day that such Interest Advance was made (or, if such Interest Advance is made prior to final determination by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than the close of business on the Business Day immediately preceding the related Payment Date (or, in the event that the Advancing Agent did not receive notice of the related Interest Shortfall on the related Determination Date, no later than the close of business on the Business Day immediately following the Advancing Agent’s receipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant to Section 11.1(a), the Trustee, in its capacity as Backup Advancing Agent Agent, shall be required to make such Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent Trustee as described in Section 10.9(b10.10(b). The Backup Advancing Agent Trustee shall be entitled to but not required to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup Advancing AgentTrustee, the Loan Obligation Collateral Manager or the Advancing Agent will provide 15 fifteen (15) days prior notice to the each Rating Agencies Agency if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Loan Obligation Collateral Manager will provide the each Rating Agencies Agency notice of such recovery. (b) Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Trustee, in its capacity as Backup Advancing Agent, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will be ultimately recoverable from subsequent payments or collections with respect to all Loan Obligations Assets and has determined in its reasonable judgment that the recovery would not result in an Interest Shortfall. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, will take into account: (i) (A) amounts that may be realized on each Underlying Mortgaged Mortgage Property in its “as is” or then-then current condition and occupancyoccupancy and (B) with respect to an Underlying Mortgage Property for which then current cash flow is reduced due to construction or repositioning, amounts that may be realized from the projected cash flow and value of such Underlying Mortgage Property; provided that the person making the determination of recoverability has a reasonable belief that such projected cash flow and value are achievable; (ii) that the related Senior Tranches of any Collateral Obligation may be required to be fully paid and any advances (and interest thereon) made in respect of such Senior Tranches may be required to be fully reimbursed, prior to any amounts recovered in respect of the Underlying Mortgage Properties are allocated or otherwise made available to the Collateral Obligations; (iii) the possibility and effects of future adverse change with respect to the Underlying Mortgage Properties, the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and (iii) the possibility and effects of future adverse changes with respect to the Underlying Mortgaged Properties, and (iv) the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class A Notes, Notes and the Holders of the Class B Notes and the Class C Notes. For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. Absent bad faith, the determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of Noteholders. It is understood and agreed that the Notesforegoing list is not meant to be exclusive and the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, may consider other factors in making any applicable nonrecoverability determination. (c) Each of the The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled to recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvance), together with interest thereonthereon at the Reimbursement Rate, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent Agent, shall be entitled to recover all outstanding Interest Advances from the Collection Accounts on any Business Day during any Interest Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal of the Notes in accordance with the Priority of Payments)) without regard to whether or not such reimbursement would result in an Interest Shortfall. The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Class A Notes, Noteholders and the Class B Notes and the Class C Notes, Noteholders as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments. (d) The Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent Agent, will each be entitled with respect to any Interest Advance made by it (including any Nonrecoverable Interest Advance to the extent madeAdvances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate. Such Reimbursement Interest on any Interest Advance will be payable to the Advancing Agent or Trustee, in its capacity as Backup Advancing Agent, at the time of reimbursement of the related Interest Advance, first, from Interest Proceeds and second, from Principal Proceeds. (e) The obligations of the Advancing Agent Agent’s and the Backup Advancing Agent Trustee’s obligations to make Interest Advances in respect of the Loan Collateral Obligations will continue through the Stated Maturity DateMaturity, unless the Class A Notes, the Class B Notes and the Class C B Notes are previously redeemed or otherwise repaid in full. (f) In no event will the Advancing Agent, in its capacity as such hereunder Agent or the Trustee, in its capacity as Backup Advancing Agent, be required to advance any payments in respect of principal or with respect to any Class of Notes other than the Class A Notes and the Class B Notes or with respect to any Collateral Obligation other than a Non-Advancing Collateral Obligation, and in no event will the Advancing Agent hereunderor the Trustee, in its capacity as backup advancing agent, be required to advance any amounts in respect of principal payments of principal of on any Loan ObligationCollateral Obligation and in no event will the Advancing Agent or the Trustee, in its capacity as backup advancing agent, be required to make a Nonrecoverable Advance. (g) In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. In consideration of the Backup Advancing AgentTrustee’s back-up advancing obligations hereunder, the Backup Advancing Agent Trustee shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefortherefore, the Backup Back-Up Advancing Agent Fee. If the Backup Advancing Agent makes an Interest Advance that the Advancing Agent failed to make and did not determine to be nonrecoverable, the Backup Advancing Agent will be entitled to receive the Advancing Agent’s Fee for so long as such Interest Advance is outstanding. (h) The determination by the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest Advance or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee (or, if applicable, retained thereby), the Issuer Issuer, S&P, Fitch and the Rating AgenciesMxxxx’x, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, Trustee’s entitlement to reimbursement with respect to, any Interest Advance. (i) If a Scheduled Distribution on any Loan Collateral Obligation is not paid to the Trustee on the Due Date therefor, the Trustee shall provide the Advancing Agent with notice of such default on the Business Day immediately following such default. In addition, upon request, the Trustee shall provide the Advancing Agent (either electronically or in hard-copy format), with copies of all reports received from any trustee, trust administrator, master servicer or similar administrative entity with respect to the Loan Collateral Obligations and the Trustee shall promptly make available to the Advancing Agent any other information reasonably available to the Trustee by reason of its acting as Trustee hereunder to permit the Advancing Agent to make a determination of recoverability with respect to any Interest Advance and to otherwise perform its advancing functions under this Indenture.