Common use of Interest Proceeds Clause in Contracts

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and the Paying Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.022% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Custodian, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.1% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) 8) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourthand third, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Notes and Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (159) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes, (ii) second, to the Class F-E Interest Distribution Amount B Notes and (iii) third, to the Class F-X Interest Distribution AmountC Notes, plus, any in each case until the rating assigned on the Closing Date to each Class F Defaulted Interest Amount, any of Notes has been reinstated or such Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2011) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, (A) to the extent not previously reimbursed, to the TrusteeAdvancing Agent, the Master Servicer and the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trusteeand then, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, Master Servicer and the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (ci) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances Advance (not to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; ); and (3B) (a) first, to the payment to the Note Administrator and the Trustee of the its accrued and unpaid Trustee and Note Administrator Fees and to the Note Administrator, the Additional Note Administrator CompensationFee, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, Trustee in all of its capacities under the Trustee, the Custodian Indenture and the as Issuer Equity Paying Agent and under the Issuer Equity Paying Agency Agreement, (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, and (d) fourth, prior to the date on which amounts on deposit in the Expense Account are transferred to the Payment Account (in connection with the sale or disposition of substantially all of the Issuer’s assets) for application as Interest Proceeds, for deposit in the Expense Account an amount sufficient to cause the balance of all Eligible Investments and cash in the Expense Account, immediately after such deposit, to equal $100,000, the aggregate of all such amounts in this clause clauses (b), (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 0.10% per annum for of the Note Administrator Aggregate Collateral Balance as of the beginning of the related Interest Accrual Period (3) to the payment of the Master Servicing Fee, the Special Servicing Fee, the Operating Advisor Fees and $100,000 per annum for the TrusteeReporting Agent Fee and any previously due but unpaid Master Servicing Fees, Special Servicing Fees, Operating Advisor Fees and Reporting Agent Fees; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) Interest Distribution Amount to the payment of the Class A Interest Distribution AmountNotes, plus, any Class A Defaulted Interest Amount; (65) as long as any of the Notes are outstanding, to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount;following amounts: (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14A) if either of the Note Protection Coverage Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, of principal on of the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests Coverage Test to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to clause (1) through (4) above); or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15B) pro ratain the event that the Notes become due and payable (x) as a result of an acceleration following an Event of Default, based on entitlement(y) pursuant to an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity Date of the Notes, to the payment in full of the Class F Interest Distribution Amount, Outstanding Principal Balance of the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest AmountNotes; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (196) to the payment of any Company Administrative Expenses not paid pursuant to clause paragraph (32) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (217) any remaining Interest Proceeds to be released from the lien of this Indenture and paid first, to the holders Majority Equityholder in connection with any Cure Payments made by the Majority Equityholder plus Reimbursement Interest thereon, and, second, (upon standing order of the Class H NotesIssuer) for deposit into the Issuer Equity Securities Distribution Account for distribution to the Equityholders as payments of the Equity Interest Distribution Amount.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicableif the Advancing Agent or the Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the TrusteeAdvancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to any party responsible for determining whether a Benchmark Transition Event has occurred and implementing a Benchmark Replacement, an amount not exceed $25,000 per year (unless waived by such party); (3) (a) first, pro rata, based on their entitlement, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and to fees in respect of their services equal to, in the Note Administratoraggregate, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and the Paying Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E NotesU.S.$6,750, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; payable monthly (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.one portion

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.022% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.1% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) 8) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourthand third, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Notes and Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (159) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes, (ii) second, to the Class F-E Interest Distribution Amount B Notes and (iii) third, to the Class F-X Interest Distribution AmountC Notes, plus, any in each case until the rating assigned on the Closing Date to each Class F Defaulted Interest Amount, any of Notes has been reinstated or such Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2011) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Class A Loans or the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes of the Issuer owing to a taxing authority, but for the avoidance of doubt, not including any (x) income (or similar) taxes, (y) imputed underpayment assessed under Section 6225 of the Code or (z) liability under Section 1446 of the Code, in each case, any similar provision of state, local or non-U.S. law, or any penalties or interest assessed in connection with such amount and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Note Administrator Administrator, the Loan Agent and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees fees in respect of their services equal to, in the aggregate, $7,350 per month, and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian Custodian, the Loan Agent and the Paying Agent Agent, the aggregate of all such amounts reimbursed in this clause (b) not to exceed $250,000 per Expense Year and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 the greater of (i) 0.10% per annum for of the Note Administrator Aggregate Outstanding Portfolio Balance and (ii) $100,000 125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) if a Market Trigger has occurred and is continuing as of the Determination Date related to such Payment Date, then, to the extent such Market Trigger would not be cured by the application of Principal Proceeds pursuant to Section 11.1(a)(ii), 100% of remaining Interest Proceeds to the payment of principal on the Class A-S Interest Distribution AmountA Loans until the Market Trigger has been cured or, plusif sooner, any until the Class A-S Defaulted Interest AmountA Loans have been paid in full; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (1410) if either of the Note Debt Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A NotesLoans, (ii) second, principal on the Class A-S B Notes, (iii) third, principal on the Class B Notes, C Notes and (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Debt Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S NotesLoans, the Class B Notes, the Class C Notes, the Class D Notes and the Class E D Notes have been paid in full; (1511) pro ratato the payment of the Class E Interest Distribution Amount, based on entitlementplus, if no Class A Loans, Class B Notes, Class C Notes or Class D Notes are outstanding, any Class E Defaulted Interest Amount; (12) to the payment of any Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (13) to the payment of the Class F Interest Distribution Amount, the plus, if no Class F-A Loans, Class B Notes, Class C Notes, Class D Notes or Class E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plusNotes are outstanding, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1614) pro rata, based on entitlement, to the payment of the any Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1915) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (2116) any remaining Interest Proceeds to be paid to the holders Holders of the Class H G Notes.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.022% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Custodian, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.1% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) 8) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (149) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S B Notes, (iii) third, principal on the Class B Notes, C Notes and (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Notes and Class D Notes and the Class E Notes have been paid in full; (1510) pro rataon each Payment Date following the occurrence of a Rating Confirmation Failure, based to the payment of principal of each Class of Notes, (i) first, to the Class A Notes, (ii) second, to the Class B Notes, (iii) third, to the Class C Notes and (iv) fourth, to the Class D Notes, in each case until the rating assigned on entitlement, the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full; (11) to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1612) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notesif any); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1913) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2014) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2115) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payment of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees fees in respect of their services equal to, in the aggregate, $7,500 per month, and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and the Paying Agent the aggregate of all such amounts reimbursed in this clause (b) not to exceed $250,000 per Expense Year, and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 the greater of (i) 0.10% per annum for of the Note Administrator Aggregate Outstanding Portfolio Balance and (ii) $100,000 125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (1210) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (1411) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (1512) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the plus, if no Class FA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plusNotes are outstanding, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1613) pro rata, based on entitlement, to the payment of the any Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (1714) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the plus, if no Class GA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Interest Distribution Amount and the Notes or Class G-X Interest Distribution Amount, plusF Notes are outstanding, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (1815) pro rata, based on entitlement, to the payment of the any Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1916) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2017) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (2118) any remaining Interest Proceeds to be paid to the holders Holders of the Class H Notes.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable, if the Advancing Agent or Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms of the Indenture), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, to the Backup Advancing Agent or to the Trustee, as applicable, unless waived by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the TrusteeAdvancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to the Benchmark Agent, an amount not to exceed $25,000 per year (unless waived by such party); (3) (a) first, pro rata to the payment to the Note Administrator and Administrator, to the Trustee of the accrued and unpaid fees in respect of their services equal to $6,750, in each case payable monthly (a portion of which is paid to the Trustee and Note Administrator Fees and to by the Note Administrator, the Additional Note Administrator Compensation), (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian Paying Agent and the Preferred Share Paying Agent not to exceed the sum of $250,000 per Expense Year (of which $100,000 will be allocated to the Trustee and $150,000 will be allocated to the Note Administrator (in each of its capacities); provided that any unused portions of the foregoing cap remaining at the end of an Expense Year will be available to pay the Company Administrative Expenses of any of the Note Administrator (in each of its capacities) or the Trustee) and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, Amount plus any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, Amount plus any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, Amount plus any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes and Class B Notes are outstanding, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes and Class C Notes are outstanding, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class D Notes are outstanding, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case case, to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution AmountAmount and, the if no Class FA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes and Class E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plusNotes are outstanding, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution AmountAmount and, the if no Class GA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Interest Distribution Amount Notes and the Class G-X Interest Distribution Amount, plusF Notes are outstanding, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.022% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Custodian, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.1% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (1410) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, Notes and (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Notes and Class D Notes and the Class E Notes have been paid in full; (1511) pro rataon each Payment Date following the occurrence of a Rating Confirmation Failure, based to the payment of principal of each Class of Notes, (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes and (v) fifth, to the Class D Notes, in each case until the rating assigned on entitlement, the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full; (12) to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1613) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notesif any); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1914) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2015) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2116) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, (except as otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, the in its capacity as Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Advancing Agent or Agent, the Trusteeaggregate amount of any Nonrecoverable Cure Advance due and payable to the Advancing Agent, as applicable)(c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture); and , (cd) thirdfourth, to the Trustee, the Backup Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Advancing Agent, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date); (3) (a) first, to the payment to the Note Administrator Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.01% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S. $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent and (cd) thirdfourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 0.05% per annum for of the Note Administrator and $100,000 per annum for the TrusteeAggregate Collateral Balance; (4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fee (if not waived by the Collateral Manager)Management Fees; (5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of the Class A Interest Distribution Amountany amounts (including, pluswithout limitation, any Class A Defaulted Interest AmountHedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the related Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement); (6) to the payment of the Class A-S A-1 Interest Distribution Amount, plus, any Class A-S A-1 Defaulted Interest Amount; (7) to the payment of the Class A-2 Interest Distribution Amount, plus, any Class A-2 Defaulted Interest Amount; (8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment 9) as long as any of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on Notes or the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlementare outstanding, to the payment of the Class F Interest Distribution Amount, following amounts: (a) in the event that the Class FA-1 Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-E Interest Distribution Amount and up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlementA-1 Notes, to the payment in full of principal of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F A-1 Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, (except as otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the payment to the Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to 0.01% per annum (but in no event less than $25,000 per annum) of the Aggregate Collateral Balance as of the beginning of the related Due Period, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Paying Agent and the Calculation Agent, (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, and (e) fifth, prior to the date on which such amounts on deposit in the Expense Account are transferred to the Payment Account (in connection with the sale or disposition of substantially all of the Issuer’s assets) for application as Interest Proceeds, for deposit in the Expense Account an amount equal to lesser of (x) an amount sufficient to cause the balance of all Eligible Investments and Cash in the Expense Account, immediately after such deposit, to equal U.S.$50,000, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed 0.05% per annum of the Aggregate Collateral Balance as of the beginning of the related Due Period; (3) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent or the Trustee, as applicable)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture); and , (cd) thirdfourth, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an a Note Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Interest with respect to such Cure Advance was made and not to exceed the amount that would result in a Note Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and the Paying Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee); (4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fee (if not waived by the Collateral Manager)Management Fees; (5) to the payment, pro rata, of (a) on the basis of amounts payable under each Hedge Agreement (if any), pro rata, to the payment of the Class A Interest Distribution Amountany amounts (including, pluswithout limitation, any Class A Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination, in whole or in part, of any Hedge Agreement (including any interest that may accrue thereon), other than any Defaulted Interest AmountHedge Agreement Termination Payments; (b) any payments (however described) due and payable by the Issuer under any Synthetic Asset in connection with a termination, in whole or in part, of such Synthetic Asset (including any interest that may accrue thereon), other than any Defaulted Synthetic Asset Termination Payments; and (c) to the Upfront Swap Counterparty (i) first, the Upfront Swap Repayment Amount and (ii) second, any payments (however described) due and payable by the Issuer under the Upfront Swap Agreement in connection with a termination, in whole or in part, of the Upfront Swap Agreement (including any interest that may accrue thereon); (6) to the payment of (a) first, pro rata, the Senior Class A-S A Interest Distribution Amount, plus, any the Senior Class A-S A Defaulted Interest Amount and the Class A-1R Commitment Fee, then (b) second, pro rata, the Junior Class A Interest Distribution Amount, plus, the Junior Class A Defaulted Interest Amount and the Class A-2R Commitment Fee; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) as long as any of the Class A Notes or the Class B Notes are Outstanding, to the payment of the following amounts: (a) in the event that the Senior Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Rated Final Maturity of the Senior Class A Notes, to the payment in full of principal of the Senior Class A Notes; (b) in the event that the Junior Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Rated Final Maturity of the Junior Class A Notes, to the payment in full of principal of first, the Senior Class A Notes and second, the Junior Class A Notes; (c) in the event that the Class B Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class B Notes, to the payment in full of principal of, first, the Senior Class A Notes, second, the Junior Class A Notes and third, the Class B Notes; and (d) in the event of a Mandatory Redemption of the Class A Notes and the Class B Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal on the Junior Class A Notes and third, to the payment of principal of the Class B Notes, to the extent necessary to cause each of the Class A/B Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i)); (9) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (910) to the payment of the Class C Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notesif any); (1011) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (1112) to the payment of the Class D Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notesif any); (1213) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (1314) to the payment of the Class E Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notesif any); (1415) if either as long as any of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on or the Class E Notes are Outstanding, to the payment of the following amounts: (a) in the event that the Class C Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class C Notes, in each case to the extent necessary to cause each payment in full of principal of first, the Note Protection Tests to be satisfied or, if sooner, until the Senior Class A Notes, second, the Junior Class A Notes , third, the Class AB Notes and fourth, the Class C Notes; (b) in the event that the Class D Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-S up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class D Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes and fifth, the Class D Notes; (c) in the event that the Class E Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class E Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes and sixth, the Class E Notes; and (d) in the event of a Mandatory Redemption of the Class C Notes, the Class D Notes and the Class E Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal of the Junior Class A Notes, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes have been and sixth, to the payment of principal of the Class E Notes, to the extent necessary to cause each of the Class C/D/E Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid in fullon such Payment Date pursuant to this Section 11.1(a)(i)); (1516) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1617) pro rata, based on entitlement, to the payment of the Class F Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notesif any); (1718) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause the Class G Capitalized Interest (3) above in the order specified thereinif any); (20) upon direction to the payment of the Collateral ManagerClass H Interest Distribution Amount, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; andplus, any Class H Defaulted Interest Amount; (21) any remaining Interest Proceeds to be paid to the holders payment of the Class H Capitalized Interest (if any); (22) as long as any of the Class F Notes, Class G Notes or Class H Notes are Outstanding, to the payment of the following amounts: (a) in the event that the Class F Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class F Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes and seventh, the Class F Notes; (b) in the event that the Class G Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class G Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes and eighth, the Class G Notes; (c) in the event that the Class H Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class H Notes., to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G and ninth, the Class H Notes; and (d) in the event of a Mandatory Redemption of the Class F Notes, the Class G Notes and the Class H Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal of the Junior Class A Notes, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes and ninth, to the payment of principal of the Class H Notes, to the extent necessary to cause each of the Class F/G/H Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i)); (23) to the payment of the Class J Interest Distribution Amount, plus, any Class J Defaulted Interest Amount; (24) to the payment of the Class J Capitalized Interest (if any); (25) to the payment of the Class K Interest Distribution Amount, plus, any Class K Defaulted Interest Amount; (26) to the payment of the Class K Capitalized Interest (if any); (27) to the payment of the Class L Interest Distribution Amount, plus, any Class L Defaulted Interest Amount; (28) to the payment of the Class L Capitalized Interest (if any); (29) as long as any of the Class J Notes, Class K Notes or Class L Notes are outstanding, to the payment of the following amounts: (a) in the event that the Class J Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class J Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes and, tenth, the Class J Notes; (b) in the event that the Class K Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class K Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes and eleventh, the Class K Notes; and (c) in the event that the Class L Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class L Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes, eleventh, the Class K Notes and twelfth, the Class L Notes; (30) on the first Payment Date following the occurrence of a Ratings Confirmation Failure, to the extent that application of any unused proceeds remaining on deposit on the Unused Proceeds Account is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or any affected Class to be paid in full, to the payment of principal of each Class of Notes, first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes, eleventh, the Class K Notes and twelfth, the Class L Notes, in each case until the ratings assigned on the Closing Date to each Class of Notes have been reinstated or such Class has been paid in full; (31) to the payment of

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, (except as otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, the Backup Advancing Agent and the Advancing Agent, in that orderits capacity as backup advancing agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent or the Trustee, as applicable)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture); and , (cd) thirdfourth, to the payment to the Trustee, as backup advancing agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such distribution date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such distribution date) and any previously due but unpaid Backup Advancing Agent Fee; (e) fifth, to the Advancing Agent and the Advancing AgentTrustee, in that order and its capacity as backup advancing agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances Advances, but (in the case of this clause (ii)) only to the extent of the applicable proceeds in respect of the Collateral Obligation in respect of which such Interest Advance was made and not in an amount that would result in an Interest Shortfall with respect to exceedsuch Payment Date and (f) sixth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in each case, respect of the Collateral Obligation in respect of which such Cure Advance was made and not in an amount that would result in an Interest Shortfall with respect to such Payment Date); (3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.006% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S. $25,000 per annum, (b) second, to the payment to the Trustee or any successor Back-up Servicer, as Back-up Servicer, and to the Trustee or any successor CLO Servicer, as successor CLO Servicer, of any servicing or backup servicing fees and any previously due but unpaid servicing or backup servicing fees, which are explicitly directed under the terms of the Servicing Agreement, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian Paying Agent, the Owner Trustee and the Paying Calculation Agent and (cd) thirdfourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 0.065% per annum for of the Note Administrator and $100,000 per annum for the TrusteeAggregate Collateral Balance; (4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fee (if not waived by the Collateral Manager)Management Fees; (5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Net Trust Hedge Payments) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement (including any interest that may accrue thereon) other than by reason of an event of default or termination event under the related Hedge Agreement (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement); provided, however, that on each Payment Date any Hedge Breakage Costs payable pursuant to this clause (5) shall not exceed $2,000,000 in an aggregate amount; (6) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of , and the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest AmountA-1R Commitment Fee as described in Section 11.1(g); (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; ; (8) as long as any of the Class A Notes or the Class B Notes are outstanding, to the payment of the following amounts: (a) in the event that the Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A Notes, to the payment in full of principal of the Class A Notes as described in Section 11.1(g); (b) in the event that the Class B Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class B Notes, to the payment in full of principal of, first, the Class A Notes as described in Section 11.1(g) and, second, the Class B Notes; or (c) in the event of a Mandatory Redemption of the Class A Notes and the Class B Notes, first, to the payment of principal of the Class A Notes as described below in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit and third, to the payment of principal of the Class B Notes, to the extent necessary to cause each of the Class A/B Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i)); (9) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (910) to the payment of the Class C Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notesif any); (1011) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (1112) to the payment of the Class D Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notesif any); (1213) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (1314) to the payment of the Class E Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notesif any); (1415) if either as long as any of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on or the Class E Notes are outstanding, to the payment of the following amounts: (a) in the event that the Class C Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class C Notes, in each case to the extent necessary to cause each payment in full of the Note Protection Tests to be satisfied orprincipal of first, if sooner, until the Class A NotesNotes as described in Section 11.1(g), second, the Class A-S B Notes and third, the Class C Notes; (b) in the event that the Class D Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class D Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes and fourth, the Class D Notes; (c) in the event that the Class E Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class E Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes and fifth, the Class E Notes; or (d) in the event of a Mandatory Redemption of the Class C Notes, the Class D Notes and the Class E Notes, first, to the payment of principal of the Class A Notes have been as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes and sixth, to the payment of principal of the Class E Notes, to the extent necessary to cause each of the Class C/D/E Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid in fullon such Payment Date pursuant to this Section 11.1(a)(i)); (1516) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (1617) pro rata, based on entitlement, to the payment of the Class F Deferred Capitalized Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notesif any); (1718) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of the Class G Capitalized Interest (if any); (20) to the payment of the Class H Interest Distribution Amount, plus, any Class H Defaulted Interest Amount; (21) to the payment of the Class H Capitalized Interest (if any); (22) as long as any of the Class F Notes, Class G Notes or Class H Notes are outstanding, to the payment of the following amounts: (a) in the event that the Class F Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class F Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes and sixth, the Class F Notes; (b) in the event that the Class G Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class G Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes and seventh, the Class G Notes; (c) in the event that the Class H Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class H Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes and eighth, the Class H Notes; or (d) in the event of a Mandatory Redemption of the Class F Notes, the Class G Notes and the Class H Notes, first, to the payment of principal of the Class A Notes as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes and ninth, to the payment of principal of the Class H Notes, to the extent necessary to cause the Class F/G/H Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i)); (23) to the payment of the Class J Interest Distribution Amount, plus, any Class J Defaulted Interest Amount; (24) to the payment of the Class J Capitalized Interest (if any); (25) as long as any of the Class J Notes are outstanding, to the payment of the following amounts: in the event that the Class J Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class J Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes, eighth, the Class H Notes and ninth, the Class J Notes; (26) to the Reserve Fund Account, until the amount therein equals the Required Reserve Amount; (27) on the first Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of any unused proceeds remaining in deposit on the Unused Proceeds Account is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or any affected Class to be paid in full, to the payment of principal of each of the following Classes of Notes: (i) first, to the Class A Notes as described in Section 11.1(g) (and any Required Class A-1R Suspense Account Deposit, to the Suspense Account), (ii) second, to the Class B Notes, (iii) third, to the Class C Notes, (iv) fourth, to the Class D Notes, (v) fifth, to the Class E Notes, (vi) sixth, to the Class F Notes, (vii) seventh, to the Class G Notes, (viii) eighth, to the Class H Notes, (ix) ninth, to the Class J Notes and (x) tenth, to the Class K Notes, in each case until the ratings assigned on the Closing Date to each such Class of Notes have been reinstated or such Class has been paid in full; (28) to the holder of the Class A-1R Notes, any accrued and unpaid Class A-1R Breakage Costs; (29) to the payment of the Subordinate Collateral Management Fee and any accrued and unpaid Subordinate Collateral Management Fee; (30) to the payment of any taxes, filing fees and Company Administrative Expenses not paid pursuant to clause paragraphs (1) and (3) above in the order specified therein; (2031) upon direction of to the Collateral ManagerHedge Counterparties, for deposit into any unpaid Hedge Breakage Costs, together with interest accrued thereon; and (32) if a Liquidity Test Failure or a Future Funding Failure has occurred and is continuing, to the Expense Reserve Liquidity Suspense Account in an amount not (x) necessary to exceed U.S. $100,000 in respect of cause such Payment Date; and Liquidity Test Failure to be cured and/or (21y) up to the Future Funding Failure Amount, any remaining Interest Proceeds to be paid the Owner Trustee for deposit into the Certificate Distribution Account for distribution to the holders Certificateholder as payments of the Class H Notes.Certificate Distribution Amount;

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default(except as otherwise provided in Section 11.1(c)), Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, the in its capacity as Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent or the Trustee, as applicable)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture); and , (cd) thirdfourth, to the Trustee, the Backup Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceedexceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in each case, respect of the Collateral Debt Security with respect to which such Cure Advance was made and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date); (3) (a) first, to the payment to the Note Administrator and Trustee, in its capacity as Backup Advancing Agent, the Trustee Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of the accrued and unpaid Trustee and Note Administrator Fees and such Payment Date pursuant to the Note Administratorterms of this Indenture, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and the Paying Advancing Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts Fee otherwise payable to the Servicer or the Special ServicerAdvancing Agent on such Payment Date) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.Backup Advancing Agent Fee,

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.019% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$7,500 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (x) 0.10% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (y) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (147) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A NotesNotes and, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Notes and Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based 8) on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes and (ii) second, to the Class F-E Interest Distribution Amount and B Notes, in each case until the rating assigned on the Closing Date to each Class F-X Interest Distribution Amount, plus, any of Notes has been reinstated or such Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (199) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2010) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2111) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and or the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; party and (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order and order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, the Additional Note Administrator CompensationU.S.$3,500 per month, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 U.S.$125,000 per annum for the Note Administrator and $100,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee Fees (if but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not waived by the acting as Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A-S Interest Distribution AmountA Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, plusif sooner, any until the Class A-S Defaulted Interest AmountA Notes have been paid in full; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C B Capitalized Interest Distribution Amount, plus, any Class C Defaulted Interest Amount(if any); (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Class B Coverage Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment ofof principal of each Class of Notes, (i) first, principal on to the Class A Notes, Notes and (ii) second, principal on the Class A-S Notes, (iii) third, principal on to the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Coverage Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Notes and Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (1510) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes and (ii) second, to the Class F-E Interest Distribution Amount and B Notes, in each case until the rating assigned on the Closing Date to each Class F-X Interest Distribution Amount, plus, any of Notes has been reinstated or such Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1911) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2012) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$50,000 in respect of such Payment Date; and; (2113) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full; (14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.023% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.10% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) 8) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourthand third, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Notes and Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (159) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes, (ii) second, to the Class F-E Interest Distribution Amount B Notes and (iii) third, to the Class F-X Interest Distribution AmountC Notes, plus, any in each case until the rating assigned on the Closing Date to each Class F Defaulted Interest Amount, any of Notes has been reinstated or such Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2011) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, (except as otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, the in its capacity as Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent or the Trustee, as applicable)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this the Indenture); and , (cd) thirdfourth, to the Trustee, the Backup Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceedexceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in each case, respect of the Collateral Debt Security and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date); (3) (a) first, to the payment to the Note Administrator Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Distribution Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Distribution Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.0072% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S. $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent and (cd) thirdfourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 0.05% per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes)Collateral Balance; (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.022% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (i) 0.1% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (ii) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) 8) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourthand third, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Notes and Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (159) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes, (ii) second, to the Class F-E Interest Distribution Amount B Notes and (iii) third, to the Class F-X Interest Distribution AmountC Notes, plus, any in each case until the rating assigned on the Closing Date to each Class F Defaulted Interest Amount, any of Notes has been reinstated or such Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2011) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a or Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, (except as otherwise provided in Section 11.1(d)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or extent not previously reimbursed, to the Backup Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent or the Trustee, as applicable)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture); and , (cd) thirdfourth, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date); (3) (a) first, to the payment to the Note Administrator Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fees, (b) second, to the payment to the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.0145% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent and (cd) thirdfourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c) and (other than d) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 0.065% per annum for of the Note Administrator and $100,000 per annum for the TrusteeAggregate Collateral Balance; (4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fee (if not waived by the Collateral Manager)Management Fees; (5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the related Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement); (6) to the pro rata payment of (a) the Class A A-1A Interest Distribution Amount, plus, any Class A A-1A Defaulted Interest Amount; (6) to the payment of Amount and the Class A-S A-1AR Interest Distribution Amount, plus, any Class A-S A-1AR Defaulted Interest Amount and (b) the Class A-1AR Commitment Fee; (7) to the payment of the Class A-2 Interest Distribution Amount, plus, any Class A-2 Defaulted Interest Amount; (7) 8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment 9) as long as any of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on Notes or the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlementare Outstanding, to the payment of the Class F Interest Distribution Amount, following amounts: (a) in the event that the Class FA-1 Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-E Interest Distribution Amount up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A-1 Notes, to the payment in full of principal of the Class A-1A Notes and the Class F-X Interest Distribution AmountA-1AR Notes, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes)A-1A/A-1AR Pro Rata Allocation; (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be paid to the holders of the Class H Notes.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable, if the Advancing Agent or Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms of the Indenture), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, to the Backup Advancing Agent or to the Trustee, as applicable, unless waived by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the TrusteeAdvancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order and to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to the Benchmark Agent, an amount not to exceed $25,000 per year (unless waived by such party); (3) (a) first, pro rata to the payment to the Note Administrator and Administrator, to the Trustee of the accrued and unpaid fees in respect of their services equal to $7,500, in each case payable monthly (a portion of which is paid to the Trustee and Note Administrator Fees and to by the Note Administrator, the Additional Note Administrator Compensation), (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian Paying Agent and the Preferred Share Paying Agent not to exceed the sum of $250,000 per Expense Year (of which $100,000 will be allocated to the Trustee and $150,000 will be allocated to the Note Administrator (in each of its capacities); provided that any unused portions of the foregoing cap remaining at the end of an Expense Year will be available to pay the Company Administrative Expenses of any of the Note Administrator (in each of its capacities) or the Trustee) and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per Expense Year not to exceed $150,000 per annum for the Note Administrator and $100,000 per annum for the Trustee; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, Amount plus any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, Amount plus any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, Amount plus any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes and Class B Notes are outstanding, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes and Class C Notes are outstanding, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class D Notes are outstanding, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case case, to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution AmountAmount and, the if no Class FA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes and Class E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plusNotes are outstanding, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution AmountAmount and, the if no Class GA Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Interest Distribution Amount Notes and the Class G-X Interest Distribution Amount, plusF Notes are outstanding, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (20) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (21) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.02% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) $6,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (x) 0.10% per annum for of the Note Administrator Aggregate Collateral Balance and (y) $100,000 125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (147) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A NotesNotes and, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Notes and Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (15) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (19) 8) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (209) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 in respect of such Payment Date; and (2110) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes due to the occurrence and continuation as a result of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Trustee, Advancing Agent or the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; , (b) second, to the Advancing Agent (or to the Backup Advancing Agent or (if the Trustee, as applicableAdvancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Agent or Backup Advancing Agent or the TrusteeAgent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); ) and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, in that order and (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed, in each case, exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Note Administrator and the Trustee of the accrued and unpaid Trustee and Note Administrator Fees and fees in respect of its services equal to the Note Administrator, greater of (i) 0.019% per annum of the Additional Note Administrator CompensationAggregate Collateral Balance and (ii) U.S.$7,500 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Trustee, the Collateral Administrator, the TrusteeCustodial Securities Intermediary, the Custodian and Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause clauses (c), (d) and (other than e) above (including such amounts payable to paid since the Servicer or previous Payment Date from the Special ServicerExpense Account) per Expense Year not to exceed $150,000 the greater of (x) 0.10% per annum for of the Note Administrator Aggregate Collateral Balance and $100,000 (y) U.S.$125,000 per annum for the Trusteeannum; (4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Manager Fee (if Management, LLC or an affiliate thereof is not waived by the Collateral acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) 7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount; (9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes); (10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount; (11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes); (12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount; (13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes); (14) 8) if either of the Note Protection Tests is are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourthand third, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Notes and Class C Notes, the Class D Notes and the Class E Notes have been paid in full; (159) pro rata, based on entitlementeach Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class F Interest Distribution AmountA Notes, (ii) second, to the Class F-E Interest Distribution Amount B Notes and (iii) third, to the Class F-X Interest Distribution AmountC Notes, plus, any in each case until the rating assigned on the Closing Date to each Class F Defaulted Interest Amount, any of Notes has been reinstated or such Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amounthas been paid in full; (16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes); (17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount; (18) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes); (1910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (2011) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S. $100,000 U.S.$100,000 in respect of such Payment Date; and (2112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the holders Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Class H NotesPreferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.