Common use of Sections 3 Clause in Contracts

Sections 3. 05(a) and (g)-(i) are not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection 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 Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second sentence of Section 3.04(b) of the Pooling and Servicing Agreement and the second paragraph of Section 3.01(c)(8) of this Agreement and to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be so deposited pursuant to the fourth paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement; (ii) to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans, the Serviced Companion Loans and/or any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause (ii) with respect to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such Mortgage Loans, the Serviced Companion Loans or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon; (iii) to pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans and related REO Properties, with respect to any Mortgage Loans, Serviced Companion Loans or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loans, Serviced Companion Loans or REO Property and the deposit into the Collection Account of all amounts received in connection therewith; (iv) to pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance Date to and including such Primary Servicer Remittance Date; (v) to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be deposited pursuant to the fourth paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement without duplication of amounts deposited pursuant to clause (i) above; (vi) to clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and (vii) to remove any amounts deposited in the Primary Servicer Collection Account in error. The Primary Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to the Mortgage Loans and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such records.

Sections 3. 05(a4(a) and (g)-(ib) of the Agreement are not incorporated hereinhereby deleted in their entirety and replaced with the following: (a) The Purchase Price shall initially be allocated among the Transferred Assets in the manner set forth in Exhibit 3.4 (the "INITIAL AGREED ALLOCATION"), and the allocation of the Purchase Price among the Bills of Sale to the Buyer and the appropriate Buying Subsidiaries designated by the Buyer, and the determination of the amount of Transfer Taxes required to be paid pursuant to Section 3.3(a) by the Buyer Parent to the Seller prior to Closing, shall be in accordance with the Initial Agreed Allocation. The Primary Servicer may, from time to time, make withdrawals from In the Primary Servicer Collection Account for event that the Buyer or the Buyer Parent obtains an appraisal of any of the following Transferred Assets that is inconsistent with the Initial Agreed Allocation and furnishes the Seller with a copy of such appraisal and any supporting documentation within 90 days of the Closing Date, the Buyer Parent and the Seller shall use reasonable efforts to reach agreement within 120 days of the Closing Date on an allocation among the Transferred Assets for tax purposes (which is not inconsistent with such appraisal. If the order set forth below Buyer and the Buyer Parent do not constituting obtain an order appraisal of priority any of the Transferred Assets that is inconsistent with the Initial Agreed Allocation, or do not furnish the Seller with a copy of such an appraisal and any supporting documentation, within 90 days of the Closing Date, the Initial Agreed Allocation shall be the "Final Agreed Allocation." If the parties reach agreement within 120 days of the Closing Date as to the allocation of the Purchase Price among the Transferred Assets for tax purposes which is not inconsistent with such withdrawals):appraisal, such agreed allocation shall become the "Final Agreed Allocation". (ib) to remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second sentence of Section 3.04(b) of the Pooling and Servicing Agreement The Seller and the second paragraph Buyer agree that they will adopt and utilize the Final Agreed Allocation for all tax purposes, including in preparation of Section 3.01(c)(8) of this Agreement all income tax returns (including IRS Form 8594 and to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be so deposited pursuant to the fourth paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement; (ii) to pay itself earned and unpaid Primary Servicing Feesany supplements thereto); franchise tax returns, or Tax Returns with respect to the Mortgage LoansTransfer Taxes filed by them and that they will not voluntarily take any tax position inconsistent therewith, the Serviced Companion Loans and/or or on any successor REO Loans in respect thereofsuch income tax returns, the Primary Servicer’s right to payment pursuant to this clause (ii) franchise tax returns, or Tax Return with respect to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on Transfer Taxes or in respect of on such Mortgage Loansany legal or administrative proceeding or otherwise; provided, the Serviced Companion Loans or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)however, that are allocable as recovery of interest thereon; (iii) the Seller will not be required to pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans and related REO Properties, amend any Tax Return with respect to any Mortgage Loans, Serviced Companion Loans Transfer Taxes based on the Initial Agreed Allocation filed by the Seller prior to agreement on an allocation other than the Initial Agreed Allocation or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made to file Tax Returns with respect to Transfer Taxes subsequent to such Mortgage Loans, Serviced Companion Loans or REO Property and the deposit into the Collection Account of all amounts received in connection therewith; (iv) to pay itself, as additional servicing compensation in accordance agreement that are inconsistent with Section 3.11(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, any Tax Return with respect to Transfer Taxes filed by the Primary Servicer Collection Account Seller based on the Initial Agreed Allocation prior to agreement on an allocation other than the Initial Agreed Allocation. Neither the Buyer nor the Seller will assert that the Final Agreed Allocation were not separately bargained for at arm's-length and in good faith. Notwithstanding the period from foregoing, if the Buyer or the Buyer Parent obtains an appraisal of any of the Transferred Assets that is inconsistent with the Initial Agreed Allocation and furnishes the Seller with a copy of such appraisal and any supporting documentation within 90 days of the Closing Date and the Buyer Parent and the Seller are unable to reach agreement within 120 days of the Closing Date on an allocation among the Transferred Assets for tax purposes which is not inconsistent with such appraisal, each party shall be entitled to unilaterally adopt its own positions regarding the allocation of the Purchase Price among the Transferred Assets. In any event, each party hereto agrees to prepare and timely file all applicable Internal Revenue Service and applicable State tax forms (including the prior Primary Servicer Remittance Date IRS Form 8594 and any required supplements thereto), to and including such Primary Servicer Remittance Date; cooperate (v) to remit subject to the Companion Paying Agent for deposit into preceding sentence) with the Primary Servicer Companion Distribution Account other party in the amounts required preparation of such forms, and to be deposited pursuant to furnish the fourth paragraph other party with a copy of Section 3.04(b) of such forms prepared in draft, within a reasonable period before the Pooling and Servicing Agreement filing due date thereof. The Buyer and the first paragraph of Section 3.01(c)(8) of this Agreement without duplication of amounts deposited pursuant to clause (i) above; (vi) to clear Seller recognize that the Purchase Price does not include buyer's acquisition expenses and terminate that the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and (vii) to remove any amounts deposited in the Primary Servicer Collection Account in error. The Primary Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to the Mortgage Loans and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer Buyer will allocate such recordsexpenses appropriately."

Sections 3. 05(a1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors (including this clause (b) of this Section 6.6) may not be amended, modified, terminated or waived without the written consent of the holders of at least a majority of the Registrable Securities then outstanding and held by the Major Investors, (c) the provisions in this Agreement that relate to the acknowledgements, rights and privileges unique to the Regents shall not be amended without the prior written consent of the Regents, (d) Sections 2.11, 3.1 and 3.3, and any provision in this Agreement that relates to the acknowledgements, rights and privileges unique to the Fidelity Investors, shall not be amended in a manner adverse to the Fidelity Investors without the prior written consent of the Fidelity Investors holding a majority of the Registerable Securities held by all Fidelity Investors and (g)-(ie) are Sections 2.11, 3.1 and 3.3, and any provision in this Agreement that relates to the acknowledgements, rights and privileges unique to PBM, shall not incorporated hereinbe amended in a manner adverse to PBM without the prior written consent of PBM. The Primary Servicer mayFurther, this Agreement may not be amended, modified or terminated, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time, make withdrawals from time to add transferees of any Registrable Securities in compliance with the Primary Servicer Collection 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 Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second sentence of Section 3.04(b) of the Pooling and Servicing Agreement and the second paragraph of Section 3.01(c)(8) terms of this Agreement and to remit to without the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be so deposited pursuant to the fourth paragraph of Section 3.04(b) consent of the Pooling other parties; and Servicing Agreement and Schedule A hereto may also be amended by the first paragraph of Section 3.01(c)(8) Company after the date of this Agreement; (ii) Agreement without the consent of the other parties to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans, the Serviced Companion Loans and/or add information regarding any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant additional Investor who becomes a party to this clause (ii) with respect to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such Mortgage Loans, the Serviced Companion Loans or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon; (iii) to pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans and related REO Properties, with respect to any Mortgage Loans, Serviced Companion Loans or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loans, Serviced Companion Loans or REO Property and the deposit into the Collection Account of all amounts received in connection therewith; (iv) to pay itself, as additional servicing compensation Agreement in accordance with Section 3.11(a) 6.9. The Company shall give prompt notice of the Pooling and Servicing Agreementany amendment, interest and investment income earned modification or termination hereof or waiver hereunder to any party hereto that did not consent in respect writing to such amendment, modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, but only to the extent of the Net Investment Earningsin any one or more instances, if any, with respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance Date to and including such Primary Servicer Remittance Date; (v) to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required shall be deemed to be deposited pursuant to the fourth paragraph or construed as a further or continuing waiver of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement without duplication of amounts deposited pursuant to clause (i) above; (vi) to clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreementany such term, as modified herein; and (vii) to remove any amounts deposited in the Primary Servicer Collection Account in error. The Primary Servicer shall keep and maintain separate accounting recordscondition, on a loan-by-loan basis, reflecting amounts allocable to the Mortgage Loans and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such recordsprovision.

Sections 3. 05(a) and (g)-(i) are not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection 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 Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second sentence of Section 3.04(b) of the Pooling and Servicing Agreement and the second paragraph of Section 3.01(c)(8) of this Agreement and to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be so deposited pursuant to the fourth second paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement; (ii) to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans, the Serviced Companion Loans and/or any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause (ii) with respect to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such Mortgage Loans, the Serviced Companion Loans or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon; (iii) to pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans and related REO Properties, with respect to any Mortgage Loans, Serviced Companion Loans or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loans, Serviced Companion Loans or REO Property and the deposit into the Collection Account of all amounts received in connection therewith; (iv) to pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance Date to and including such Primary Servicer Remittance Date; (v) to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be deposited pursuant to the fourth second paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement without duplication of amounts deposited pursuant to clause (i) above; (vi) to clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and (vii) to remove any amounts deposited in the Primary Servicer Collection Account in error. The Primary Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to the Mortgage Loans and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such records.

Sections 3. 05(a1 and 3.2 of the Shareholders Agreement are hereby amended and restated in their entirety as follows: 3.1 OB and RE have agreed that the amount of any Transaction Expenses over and above US$ 4,000,000 (the “Excess Transaction Expenses”) shall be split equally between OB and RE and OB will acquire from JJAT Corp. (g)-(i) are not incorporated herein“JJAT”), as assignee of KOKO UK Holdco, 2,468 ordinary shares of £0.05 each and 2,750 deferred ordinary shares of OXXX Camden Holdings for a purchase price equal to 50% of the Consideration payable under the Second Sale Agreement (the “Minority Interest Purchase”). The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): business terms will be implemented as follows: (i) in order to remit effect reimbursement of JJAT of expenses paid for by JJAT at the request of its beneficial owner Rxx Xxxxx, incurred by or on behalf of Oxxx Camden Holdings and/or the Subsidiary, Oxxx Camden Holdings and the Subsidiary shall execute, and shall cause the Subsidiary to execute a Senior Promissory Note (the Master Servicer for deposit “OXXX Expense Note”) substantially in the Collection Account form attached hereto as Exhibit A, in favour of JJAT. in the amounts required to be so deposited pursuant to the second sentence of Section 3.04(b) principal amount of the Pooling and Servicing Agreement and the second paragraph of Section 3.01(c)(8) of this Agreement and to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be so deposited pursuant to the fourth paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement; Excess Transaction Expenses; (ii) in order to pay itself earned effect reimbursement to Loton, who has paid or is liable for certain Transaction Expenses, Oxxx Camden Holdings and unpaid Primary Servicing Feesthe Subsidiary shall execute, with respect and shall cause the Subsidiary to execute a Promissory Note (the Mortgage Loans, the Serviced Companion Loans and/or any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause (ii“LOTON Expense Note”) with respect to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit substantially in the Primary Servicer Collection Account that are received on form attached hereto as Exhibit B, in favour of Loton in the principal amount set forth in the note, (iii) JJAT and OB shall, concurrently with execution of the Excess Expense. Note, or at such other time as mutually agreed by JJAT and OB, execute and complete the Minority Share Purchase under the terms of the OB Purchase Agreement, substantially in respect the form attached hereto as Exhibit C, for a purchase price equal to 50% of on such Mortgage Loans, the Serviced Companion Loans or REO Loan, as applicable (whether Consideration payable under the Second Sale Agreement payable in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceedsa secured promissory note (the “OB Purchase Note”), substantially in the form attached hereto as Exhibit D; and (iv) concurrently with completion of the OB Purchase Agreement, OB shall execute and deliver to JJAT, a secured promissory note (the “OB Expense Note”), substantially in the form attached hereto as Exhibit E, in the principal amount equal to 50% of the Excess Transaction Expenses. Each of the OB Purchase Note and OB Expense Note shall be secured by (i) OB’s stock in OXXX Camden Holdings (and any common stock that are allocable as recovery may be received by OB in exchange for sale of interest thereon; (iii) to pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans his stock in OXXX Camden Holdings; and related REO Properties, with respect to any Mortgage Loans, Serviced Companion Loans or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loansat the written request of RE at any time after the expiration of 75 days from the date of issue of the OXXX Expense Note, Serviced Companion Loans or REO Property if the aggregate Principal Amount outstanding under the OB Purchase Note and the deposit into OB Expense Note OXXX shall not have been reduced by at least US $500,000 (whether through crediting fifty percent of any payments made by Oxxx Camden Holdings or the Collection Account Subsidiary under the OXXX Expense Note (as a result of all amounts received funds made available from a debt financing, payments from net revenues or otherwise), and/or by payment by OB, OB shall grant a charge against his owned real property securing OB’s obligation as a Guarantor under the First Sale Agreement (which shall be in connection therewith; (iv) to pay itselfsecond position if OB’s obligation as Guarantor remains outstanding following March 31, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance Date to and including such Primary Servicer Remittance Date; (v) to remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be deposited pursuant to the fourth paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(8) of this Agreement without duplication of amounts deposited pursuant to clause 2014). The Shareholders agree that: (i) above; operating revenue of OXXX Camden Holdings and the Subsidiary shall, after allowance for their respective operating expenses including appropriate reserves, and subject to compliance with any restrictive covenants required by their senior lender, be used to prepay amounts due under the OXXX Expense Note (viand 50% of amounts so paid shall be credited to the OB Expense Note by JJAT); and (ii) they will use their commercially reasonable efforts to obtain financing from Barclays (or any other financial institution) to clear and terminate permit prepayment of the Primary Servicer Collection Account at the termination of OXXX Expense Note. 3.2 Except as otherwise specified in this Agreement pursuant to Section 9.01 or as agreed by RE and OB, the OB Purchase Agreement, OB Purchase Note, OB Expense Note and related security documentation shall be executed by the parties thereto concurrently with completion of the Pooling and Servicing Second Sale Agreement, as modified herein; and (vii) to remove any amounts deposited in and the Primary Servicer Collection Account in error. The Primary Servicer parties shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to close the Mortgage Loans and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such recordstransactions contemplated therein upon execution thereof.”