Common use of Permitted Withdrawals From the Clause in Contracts

Permitted Withdrawals From the. Pool Custodial Account, the Collection Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account. (a) The Master Servicer may, from time to time, make withdrawals from the Pool Custodial Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Trustee for deposit in the Collection Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.04(b), and any amounts that may be applied to make P&I Advances with respect to the Mortgage Pool pursuant to Section 4.03(a); (ii) to reimburse any Fiscal Agent, the Trustee and itself, in that order, for unreimbursed P&I Advxxxxx xxxx xxxxxby with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), such Fiscal Agent's, the Trustee's and the Master Servicer's, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any such P&I Advance being limited to amounts on deposit in the Pool Custodial Account that represent Late Collections of interest and principal (net of related Master Servicing Fees and any related Workout Fees and/or Liquidation Fees) received in respect of the particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such P&I Advance was made; (iii) to pay to itself earned and unpaid Master Servicing Fees with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), the Master Servicer's right to payment pursuant to this clause (iii) with respect to any such Master Servicing Fees being limited to amounts on deposit in the Pool Custodial Account that are allocable as a recovery of interest on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan as to which such Master Servicing Fees were earned; (iv) to pay (A) to the Special Servicer, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid Special Servicing Fees in respect of each Specially Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates to an Administered REO Property and (B) to itself, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Master Servicing Fee earned in respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii) above or Section 3.05A, as applicable, following a Final Recovery Determination made with respect to such Trust Mortgage Loan or the related REO Property and the deposit into the Pool Custodial Account of all amounts received in connection with such Final Recovery Determination; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in respect of each Specially Serviced Trust Mortgage Loan, each Corrected Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an Administered REO Property (other than, if applicable, any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), as applicable, in the amounts and from the sources specified in Section 3.11(c); (vi) to reimburse any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to any Serviced Trust Mortgage Loan or Administered REO Property (other than any Serviced Combination Trust Mortgage Loan or any related Administered REO Property), such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to reimbursement pursuant to this clause (vi) with respect to any Servicing Advance being limited to amounts on deposit in the Pool Custodial Account that represent payments made by or on behalf of the related Mortgagor to cover the item for which such Servicing Advance was made, and to amounts on deposit in the Pool Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues (in each case, if applicable, net of any Liquidation Fee or Workout Fee payable therefrom) received in respect of the particular Serviced Trust Mortgage Loan or Administered REO Property as to which such Servicing Advance was made; (vii) to reimburse any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances (provided that such amounts may be withdrawn over time in accordance with Sections 3.11(g) or 4.03(d), as applicable); (viii) to pay any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby under this Agreement, such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to payment pursuant to this clause (viii) with respect to interest on any such Advance being limited to amounts on deposit in the Pool Custodial Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, as to which the subject Advance was made, as and to the extent contemplated by Section 3.26; (ix) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as -162- applicable, on any Advance made thereby with respect to the Mortgage Pool (or, in the case of a Servicing Advance, made thereby with respect to a Serviced Loan Combination), but only to the extent that such Advance has been reimbursed or is then being reimbursed and the related Default Charges then on deposit in the Pool Custodial Account are not sufficient to make such payment as contemplated by the immediately preceding clause (viii); provided that, if such Advance relates to any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto (or, in the case of Servicing Advance, relates to any Serviced Loan Combination), such payment pursuant to this clause (ix) is to be made only to the extent that the funds on deposit in the related Loan Combination Custodial Account are not sufficient to make such payment as contemplated by Section 3.05A and such payment cannot be made out of the Pool Custodial Account pursuant to clause (xviii) of this Section 3.05(a); (x) to pay, out of amounts on deposit in the Pool Custodial Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense relates (to the extent such Default Charges are not otherwise applied as contemplated by clause (viii) above), any unpaid expense (other than interest accrued on Advances, which is payable pursuant to clause (viii) above, and other than Special Servicing Fees, Liquidation Fees and Workout Fees) that is incurred with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan and that, if paid from collections on the Mortgage Pool other than Default Charges collected with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, would constitute an Additional Trust Fund Expense, as and to the extent contemplated by Section 3.26; (xi) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for (A) costs and expenses incurred by the Trust Fund pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the cost of an independent appraiser or other expert in real estate matters retained pursuant to Sections 3.11(h), 3.18 or 4.03(c), and (C) the fees of any Independent Contractor retained with respect to any related Administered REO Property pursuant to Section 3.17(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); provided that, in the case of a Mortgaged Property that relates to a Serviced Loan Combination, such payment pursuant to this clause (xi) is to be made only to the extent that (X) it would not ultimately be payable out of collections on or in respect of such Loan Combination or (Y) it is in the best interests of the Certificateholders; (xii) to pay itself, as additional master servicing compensation in accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial Account that represent (A) interest and investment income earned in respect of amounts held in the Pool Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Pool Custodial Account for any related Investment Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net Default Charges (after application pursuant to Section 3.26) actually Received by the Trust that accrued in respect of an Outside Serviced Trust Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), any amounts on deposit in the Pool Custodial Account that represent Net Default Charges (after application to cover such other payments and reimbursements as are provided for

Permitted Withdrawals From the. Pool Custodial Account, the Collection Account, the Interest Reserve Account and the Excess Liquidation Proceeds ----------------------------------------------------- Distribution Account.. -------------------- (a) The Master Servicer may, may from time to time, time make withdrawals from the Pool Custodial Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):purposes: (i) to remit pay to the Trustee for deposit in Servicers or the Collection Account Master Servicer, as the amounts required case may be (to be so deposited the extent not previously retained by the Servicers or the Master Servicer), the servicing or master servicing compensation, as the case may be, to which they are entitled pursuant to the first paragraph of Section 3.04(b)3.19, and any amounts that may be applied to make P&I Advances pay to the Master Servicer, as additional master servicing compensation, earnings on or investment income with respect to funds in or credited to the Mortgage Pool pursuant to Section 4.03(a)Collection Account; (ii) to reimburse any Fiscal Agent, the Trustee and itself, in that order, Servicers or the Master Servicer for unreimbursed P&I Advxxxxx xxxx xxxxxby with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto)Advances made by it, such Fiscal Agent's, the Trustee's and the Master Servicer's, as the case may be, respective rights to right of reimbursement pursuant to this clause subclause (ii) with respect to any such P&I Advance being limited to amounts received on deposit in the Pool Custodial Account that represent Late Collections of interest and principal (net of related Master Servicing Fees and any related Workout Fees and/or Liquidation FeesMortgage Loan(s) received in respect of the particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which any such P&I Advance was made; (iii) to pay to itself earned and unpaid Master Servicing Fees with respect to reimburse the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan Servicers or any successor REO Trust Mortgage Loan with respect thereto), the Master Servicer's right to payment pursuant to this clause (iii) with respect to Servicer for any such Master Servicing Fees being limited to amounts on deposit in the Pool Custodial Account that are allocable as a recovery of interest on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan as to which such Master Servicing Fees were earnedNonrecoverable Advance previously made; (iv) to pay (A) to reimburse the Special Servicer, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid Special Servicing Fees in respect of each Specially Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates to an Administered REO Property and (B) to itself, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Master Servicing Fee earned in respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii) above or Section 3.05A, as applicable, following a Final Recovery Determination made with respect to such Trust Mortgage Loan Servicers or the Master Servicer for Insured Expenses from the related REO Property and the deposit into the Pool Custodial Account of all amounts received in connection with such Final Recovery DeterminationInsurance Proceeds; (v) to pay reimburse the Special Servicers or the Master Servicer for (or, if applicable, a predecessor Special Servicera) any earned and unpaid Workout Fees and Liquidation Fees in respect of each Specially Serviced Trust Mortgage Loan, each Corrected Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an Administered REO Property (other than, if applicable, any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), as applicable, in the amounts and from the sources specified in Section 3.11(c); (vi) to reimburse any Fiscal Agentunreimbursed Servicing Advances, the Trustee, itself and the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to any Serviced Trust Mortgage Loan Servicers' or Administered REO Property (other than any Serviced Combination Trust Mortgage Loan or any related Administered REO Property), such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights right to reimbursement pursuant to this clause (via) with respect to any Servicing Advance Mortgage Loan being limited to amounts received on deposit in the Pool Custodial Account that such Mortgage Loan(s) which represent payments made by or on behalf late recoveries of the related Mortgagor to cover the item payments for which such advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Advance was madeFees as provided in Section 3.15 hereof; (vi) to pay to the purchaser, and with respect to amounts on deposit in the Pool Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues (in each case, if applicable, net of any Liquidation Fee or Workout Fee payable therefrom) received in respect of the particular Serviced Trust Mortgage Loan or Administered REO Property as property acquired in respect thereof that has been purchased pursuant to which Section 2.02 or 2.03, all amounts received thereon after the date of such Servicing Advance was madepurchase; (vii) to reimburse any Fiscal Agentthe Transferor, the Trustee, itself Master Servicer or the Depositor for expenses or indemnities incurred by any of them and the Special Servicer, in that order, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for any unreimbursed Advances that have been or are determined reimbursable pursuant to be Nonrecoverable Advances (provided that such amounts may be withdrawn over time in accordance with Sections 3.11(g) or 4.03(d), as applicable)Section 6.03 hereof; (viii) to pay withdraw any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby under this Agreement, such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to payment pursuant to this clause (viii) with respect to interest on any such Advance being limited to amounts on deposit amount deposited in the Pool Custodial Collection Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, as and not required to which the subject Advance was made, as and to the extent contemplated by Section 3.26be deposited therein; (ix) on or prior to paythe Distribution Account Deposit Date, out to withdraw an amount equal to the related Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, and Group 4 Available Funds for such Distribution Date and remit by wire transfer of general collections on immediately available funds such amount to the Mortgage Pool on Trustee for deposit in the Pool Custodial Distribution Account, any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as -162- applicable, on any Advance made thereby with respect to the Mortgage Pool (or, in the case of a Servicing Advance, made thereby with respect to a Serviced Loan Combination), but only to the extent that such Advance has been reimbursed or is then being reimbursed and the related Default Charges then on deposit in the Pool Custodial Account are not sufficient to make such payment as contemplated by the immediately preceding clause (viii); provided that, if such Advance relates to any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto (or, in the case of Servicing Advance, relates to any Serviced Loan Combination), such payment pursuant to this clause (ix) is to be made only to the extent that the funds on deposit in the related Loan Combination Custodial Account are not sufficient to make such payment as contemplated by Section 3.05A and such payment cannot be made out of the Pool Custodial Account pursuant to clause (xviii) of this Section 3.05(a);and (x) to payclear and terminate the Collection Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, out on a Mortgage Loan by Mortgage Loan basis, for the purpose of amounts on deposit justifying any withdrawal from the Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Collection Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Master Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to Certificateholders, in the Pool Custodial manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account that represent Default Charges collected for the following purposes: (i) (Reserved); (ii) to pay to the Master Servicer earnings on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense relates (to the extent such Default Charges are not otherwise applied as contemplated by clause (viii) above), any unpaid expense (other than interest accrued on Advances, which is payable pursuant to clause (viii) above, and other than Special Servicing Fees, Liquidation Fees and Workout Fees) that is incurred investment income with respect to such Trust Mortgage Loan funds in or REO Trust Mortgage Loan and that, if paid from collections on the Mortgage Pool other than Default Charges collected with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, would constitute an Additional Trust Fund Expense, as and credited to the extent contemplated by Section 3.26Distribution Account; (xiiii) to pay, out of general collections on withdraw and return to the Mortgage Pool on deposit Master Servicer any amount deposited in the Pool Custodial AccountDistribution Account and not required to be deposited therein; and (iv) to withdraw any indemnity, for expense or other reimbursement owed to it pursuant to this Agreement, including, without limitation, Section 3.05, Section 7.02 and Section 8.05; and (Av) costs to clear and expenses incurred by terminate the Trust Fund Distribution Account upon termination of the Agreement pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the cost of an independent appraiser or other expert in real estate matters retained pursuant to Sections 3.11(h), 3.18 or 4.03(c), and (C) the fees of any Independent Contractor retained with respect to any related Administered REO Property pursuant to Section 3.17(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); provided that, in the case of a Mortgaged Property that relates to a Serviced Loan Combination, such payment pursuant to this clause (xi) is to be made only to the extent that (X) it would not ultimately be payable out of collections on or in respect of such Loan Combination or (Y) it is in the best interests of the Certificateholders; (xii) to pay itself, as additional master servicing compensation in accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial Account that represent (A) interest and investment income earned in respect of amounts held in the Pool Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Pool Custodial Account for any related Investment Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net Default Charges (after application pursuant to Section 3.26) actually Received by the Trust that accrued in respect of an Outside Serviced Trust Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), any amounts on deposit in the Pool Custodial Account that represent Net Default Charges (after application to cover such other payments and reimbursements as are provided for9.01 hereof.

Permitted Withdrawals From the. Pool Custodial Account, Principal and Interest Account ------------------------------ The Servicer shall withdraw funds from the Collection Account, Principal and Interest Account for the Interest Reserve Account and the Excess Liquidation Proceeds Account.following purposes: (a) to effect the remittance to the Trustee on each Determination Date for deposit in the Certificate Account, the portion of the Available Funds for the related Remittance Date that is separate from Compensating Interest, Monthly Advances and amounts then on deposit in the Spread Account; (b) to reimburse itself for any accrued unpaid Servicing Fees allocable to the SBA Loans, unreimbursed Monthly Advances and for unreimbursed Servicing Advances to the extent deposited in the Principal and Interest Account (and not netted from Monthly Payments received). The Master Servicer's right to reimbursement for unpaid Servicing Fees and, except as provided in the following sentence, Servicing Advances and Monthly Advances shall be limited to Liquidation Proceeds, Released Mortgaged Property Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer may, from time to time, make withdrawals from the Pool Custodial Account Obligor or otherwise relating to the SBA Loan in respect of which such unreimbursed amounts are owed. The Servicer's right to reimbursement for Servicing Advances and Monthly Advances in excess of such amounts shall be limited to any late collections of interest received on the following purposes SBA Loans generally, including Liquidation Proceeds, Released Mortgaged Property Proceeds, Insurance Proceeds and any other amounts; (c) to withdraw any amount received from an Obligor that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the order set forth below not constituting an United States Bankruptcy Code in accordance with a final, nonappealable order of priority for such withdrawals):a court having competent jurisdiction; (i) to remit to the Trustee for deposit make investments in the Collection Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.04(b), Permitted Instruments and any amounts that may be applied to make P&I Advances with respect to the Mortgage Pool pursuant to Section 4.03(a); (ii) to reimburse any Fiscal Agent, the Trustee and pay to itself, in that order, for unreimbursed P&I Advxxxxx xxxx xxxxxby with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect theretoas permitted by Section 5.03(d), such Fiscal Agent's, the Trustee's and the Master Servicer's, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any such P&I Advance being limited to amounts on deposit in the Pool Custodial Account that represent Late Collections of interest and principal (net of related Master Servicing Fees and any related Workout Fees and/or Liquidation Fees) received paid in respect of Permitted Instruments or by a Designated Depository Institution on funds deposited in the particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such P&I Advance was madePrincipal and Interest Account; (iiie) to withdraw any funds deposited in the Principal and Interest Account that were not required to be deposited therein or were deposited therein in error; (f) to pay itself servicing compensation pursuant to itself earned Section 7.03 hereof or interest as permitted under the definition of Excess Proceeds; and (g) to clear and unpaid Master Servicing Fees terminate the Principal and Interest Account upon the termination of this Agreement. So long as no default or Event of Default shall have occurred and be continuing, and consistent with respect to any requirements of the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto)Code, the Master Servicer's right to payment pursuant to this clause (iii) with respect to any such Master Servicing Fees being limited to amounts on deposit in the Pool Custodial Principal and Interest Account that are allocable as a recovery of shall either be 1. All interest on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan as to which such Master Servicing Fees were earned; (iv) to pay (A) to the Special Servicer, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid Special Servicing Fees in respect of each Specially Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates to an Administered REO Property and (B) to itself, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Master Servicing Fee earned in respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii) above or Section 3.05A, as applicable, following a Final Recovery Determination made with respect to such Trust Mortgage Loan or the related REO Property and the deposit into the Pool Custodial Account of all amounts received in connection with such Final Recovery Determination; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in respect of each Specially Serviced Trust Mortgage Loan, each Corrected Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an Administered REO Property (other than, if applicable, any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), as applicable, in the amounts and earnings from the sources specified in Section 3.11(c); (vi) to reimburse any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to any Serviced Trust Mortgage Loan or Administered REO Property (other than any Serviced Combination Trust Mortgage Loan or any related Administered REO Property), such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to reimbursement pursuant to this clause (vi) with respect to any Servicing Advance being limited to amounts on deposit in the Pool Custodial Account that represent payments made by or on behalf of the related Mortgagor to cover the item for which such Servicing Advance was made, and to amounts on deposit in the Pool Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues (in each case, if applicable, net of any Liquidation Fee or Workout Fee payable therefrom) received in respect of the particular Serviced Trust Mortgage Loan or Administered REO Property as to which such Servicing Advance was made; (vii) to reimburse any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances (provided that such amounts may be withdrawn over time in accordance with Sections 3.11(g) or 4.03(d), as applicable); (viii) to pay any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby under this Agreement, such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to payment pursuant to this clause (viii) with respect to interest on any such Advance being limited to amounts on deposit in the Pool Custodial Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, as to which the subject Advance was made, as and to the extent contemplated by Section 3.26; (ix) to pay, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as -162- applicable, on any Advance made thereby with respect to the Mortgage Pool (or, in the case of a Servicing Advance, made thereby with respect to a Serviced Loan Combination), but only to the extent that such Advance has been reimbursed or is then being reimbursed and the related Default Charges then on deposit in the Pool Custodial Account are not sufficient to make such payment as contemplated by the immediately preceding clause (viii); provided that, if such Advance relates to any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto (or, in the case of Servicing Advance, relates to any Serviced Loan Combination), such payment pursuant to this clause (ix) is to be made only to the extent that the funds on deposit in the related Loan Combination Custodial Principal and Interest Account are not sufficient to make such payment as contemplated by Section 3.05A and such payment cannot (or any Permitted Instruments thereof) shall be made out the exclusive property of the Pool Custodial Servicer, and may be withdrawn from the Principal and Interest Account pursuant to clause (xviiid) above. The amount of this Section 3.05(a); (x) to pay, out any losses incurred in connection with the investment of amounts on deposit funds in the Pool Custodial Principal and Interest Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense relates (to the extent such Default Charges are not otherwise applied as contemplated by clause (viii) above), any unpaid expense (other than interest accrued on Advances, which is payable pursuant to clause (viii) above, and other than Special Servicing Fees, Liquidation Fees and Workout Fees) that is incurred with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan and that, if paid from collections on the Mortgage Pool other than Default Charges collected with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, would constitute an Additional Trust Fund Expense, as and to the extent contemplated by Section 3.26; (xi) to pay, out of general collections on the Mortgage Pool on deposit Permitted Instruments shall be deposited in the Pool Custodial Account, for (A) costs Principal and expenses incurred Interest Account by the Trust Fund pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the cost of an independent appraiser or other expert in real estate matters retained pursuant to Sections 3.11(h), 3.18 or 4.03(c), and (C) the fees of any Independent Contractor retained with respect to any related Administered REO Property pursuant to Section 3.17(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); provided that, in the case of a Mortgaged Property that relates to a Serviced Loan Combination, such payment pursuant to this clause (xi) is to be made only to the extent that (X) it would not ultimately be payable out of collections on or in respect of such Loan Combination or (Y) it is in the best interests of the Certificateholders; (xii) to pay itself, Servicer from its own funds immediately as additional master servicing compensation in accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial Account that represent (A) interest and investment income earned in respect of amounts held in the Pool Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Pool Custodial Account for any related Investment Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net Default Charges (after application pursuant to Section 3.26) actually Received by the Trust that accrued in respect of an Outside Serviced Trust Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), any amounts on deposit in the Pool Custodial Account that represent Net Default Charges (after application to cover such other payments and reimbursements as are provided forrealized without reimbursement therefor.

Permitted Withdrawals From the. Pool Custodial Account, the Collection Account, the Interest Reserve Certificate Account and the Excess Liquidation Proceeds ----------------------------------------------------------------- Distribution Account.. -------------------- (a) The Master Servicer may, may from time to time, time make withdrawals from the Pool Custodial Certificate Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):purposes: (i) to remit pay to the Trustee for deposit in Master Servicer or the Collection Account related Servicer (to the amounts required extent not previously retained), the servicing compensation to be so deposited which it is entitled pursuant to the first paragraph of Section 3.04(b)3.17, and any amounts that may be applied to make P&I Advances pay to the Master Servicer, as additional master servicing compensation, earnings on or investment income with respect to funds in or credited to the Mortgage Pool pursuant to Section 4.03(a)Certificate Account; (ii) to reimburse any Fiscal Agent, the Trustee and itself, in that order, Master Servicer or the related Servicer for unreimbursed P&I Advxxxxx xxxx xxxxxby with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan Advances or any successor REO Trust Mortgage Loan with respect thereto)Servicer Advances made by it, such Fiscal Agent's, the Trustee's and the Master Servicer's, as the case may be, respective rights to right of reimbursement pursuant to this clause subclause (ii) with respect to any such P&I Advance being limited to amounts received on deposit in the Pool Custodial Account that represent Late Collections of interest and principal (net of related Master Servicing Fees and any related Workout Fees and/or Liquidation FeesMortgage Loan(s) received in respect of the particular Trust Mortgage Loan which any such Advance or REO Trust Mortgage Loan as to which such P&I Servicer Advance was made; (iii) to pay reimburse the Master Servicer for any Nonrecoverable Advance previously made; (iv) to itself earned and unpaid reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Fees with respect to the Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto)Advances, the Master Servicer's right to payment reimbursement pursuant to this clause (iiia) with respect to any such Master Servicing Fees Mortgage Loan being limited to amounts received on deposit in the Pool Custodial Account that are allocable as a recovery of interest on or in respect such Mortgage Loan(s) which represent late recoveries of the Trust Mortgage Loan or REO Trust Mortgage Loan as to payments for which such advances were made pursuant to Section 3.01 or Section 3.09 and (b) for unpaid Master Servicing Fees were earned; (iv) to pay (A) to the Special Servicer, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid Special Servicing Fees in respect of each Specially Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates to an Administered REO Property and (B) to itself, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, any Master Servicing Fee earned in respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii) above or Section 3.05A, as applicable, following a Final Recovery Determination made with respect to such Trust Mortgage Loan or the related REO Property and the deposit into the Pool Custodial Account of all amounts received in connection with such Final Recovery Determination; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in respect of each Specially Serviced Trust Mortgage Loan, each Corrected Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an Administered REO Property (other than, if applicable, any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto), as applicable, in the amounts and from the sources specified provided in Section 3.11(c)3.14; (vi) to reimburse any Fiscal Agentpay to the purchaser, the Trustee, itself and the Special Servicer, in that order, for any unreimbursed Servicing Advances made thereby with respect to any Serviced Trust each Mortgage Loan or Administered REO Property (other than any Serviced Combination Trust Mortgage Loan or any related Administered REO Property), such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to reimbursement property acquired in respect thereof that has been purchased pursuant to this clause (vi) with respect to any Servicing Advance being limited to Section 2.02, 2.03 or 3.14, all amounts on deposit in received thereon after the Pool Custodial Account that represent payments made by or on behalf date of the related Mortgagor to cover the item for which such Servicing Advance was made, and to amounts on deposit in the Pool Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues (in each case, if applicable, net of any Liquidation Fee or Workout Fee payable therefrom) received in respect of the particular Serviced Trust Mortgage Loan or Administered REO Property as to which such Servicing Advance was madepurchase; (vii) to reimburse any Fiscal Agentthe Seller, the Trustee, itself Master Servicer or the Depositor for expenses incurred by any of them and the Special Servicer, in that order, out of general collections on the Mortgage Pool on deposit in the Pool Custodial Account, for any unreimbursed Advances that have been or are determined reimbursable pursuant to be Nonrecoverable Advances (provided that such amounts may be withdrawn over time in accordance with Sections 3.11(g) or 4.03(d), as applicable)Section 6.03; (viii) to pay withdraw any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby under this Agreement, such Fiscal Agent's, the Trustee's, the Master Servicer's and the Special Servicer's respective rights to payment pursuant to this clause (viii) with respect to interest on any such Advance being limited to amounts on deposit amount deposited in the Pool Custodial Certificate Account that represent Default Charges collected on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, as and not required to which the subject Advance was made, as and to the extent contemplated by Section 3.26be deposited therein; (ix) on or prior to paythe Distribution Account Deposit Date, out of general collections to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date, to the extent on deposit, and remit such amount to the Mortgage Pool on Trustee for deposit in the Pool Custodial Distribution Account, any Fiscal Agent, the Trustee, itself and the Special Servicer, in that order, any unpaid interest accrued and payable in accordance with Section 3.11(g) or 4.03(d), as -162- applicable, on any Advance made thereby with respect to the Mortgage Pool (or, in the case of a Servicing Advance, made thereby with respect to a Serviced Loan Combination), but only to the extent that such Advance has been reimbursed or is then being reimbursed and the related Default Charges then on deposit in the Pool Custodial Account are not sufficient to make such payment as contemplated by the immediately preceding clause (viii); provided that, if such Advance relates to any Serviced Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto (or, in the case of Servicing Advance, relates to any Serviced Loan Combination), such payment pursuant to this clause (ix) is to be made only to the extent that the funds on deposit in the related Loan Combination Custodial Account are not sufficient to make such payment as contemplated by Section 3.05A and such payment cannot be made out of the Pool Custodial Account pursuant to clause (xviii) of this Section 3.05(a);and (x) to payclear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01. The Master Servicer shall keep and maintain separate accounting, out on a Mortgage Loan by Mortgage Loan basis, for the purpose of amounts on deposit justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to Certificateholders, in the Pool Custodial manner specified in this Agreement (and to withhold from the amounts so withdrawn the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account that represent Default Charges collected for the following purposes: (i) to pay to itself the Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer as additional servicing compensation earnings on or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense relates (to the extent such Default Charges are not otherwise applied as contemplated by clause (viii) above), any unpaid expense (other than interest accrued on Advances, which is payable pursuant to clause (viii) above, and other than Special Servicing Fees, Liquidation Fees and Workout Fees) that is incurred investment income with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan and that, if paid from collections on funds in the Mortgage Pool other than Default Charges collected with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, would constitute an Additional Trust Fund Expense, as and to the extent contemplated by Section 3.26Distribution Account; (xiiii) to pay, out of general collections on withdraw and return to the Mortgage Pool on deposit Master Servicer any amount deposited in the Pool Custodial Account, for Distribution Account and not required to be deposited therein; and (Aiv) costs to clear and expenses incurred by terminate the Trust Fund Distribution Account upon termination of the Agreement pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance), (B) the cost of an independent appraiser or other expert in real estate matters retained pursuant to Sections 3.11(h), 3.18 or 4.03(c), and (C) the fees of any Independent Contractor retained with respect to any related Administered REO Property pursuant to Section 3.17(d) (to the extent that it has not paid itself such fees prior to remitting collections on such REO Property to the Special Servicer); provided that, in the case of a Mortgaged Property that relates to a Serviced Loan Combination, such payment pursuant to this clause (xi) is to be made only to the extent that (X) it would not ultimately be payable out of collections on or in respect of such Loan Combination or (Y) it is in the best interests of the Certificateholders; (xii) to pay itself, as additional master servicing compensation in accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial Account that represent (A) interest and investment income earned in respect of amounts held in the Pool Custodial Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Pool Custodial Account for any related Investment Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net Default Charges (after application pursuant to Section 3.26) actually Received by the Trust that accrued in respect of an Outside Serviced Trust Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), any amounts on deposit in the Pool Custodial Account that represent Net Default Charges (after application to cover such other payments and reimbursements as are provided for9.01.