Common use of Withdrawals Clause in Contracts

Withdrawals. On each Business Day, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Section 8.1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing Assessments or dues payable by Obligors to POAs or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Servicer shall transfer all Collections processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt all amounts in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in this Indenture.

Withdrawals. On each Business DayOther than as set forth in clause (c) below, Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collateral Account, in all events in accordance with the terms and provisions of the Collateral Account Control Agreement, the Master Monthly Servicing Report and this Agreement. In addition, notwithstanding anything in the foregoing to the contrary, the Servicer may withdraw request, but Agent is obligated to comply only if an Event of Default has not occurred and is then continuing with such request, withdrawals or order transfers of funds from the appropriate Master Servicer Custodial Account (Collateral Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collateral Account or (but only ii) related to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide Agent with notice of such late paymentrequest of withdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by Agent from the Trustee) in immediately available funds Servicer from time to time). Borrower shall cause the Asset Proceeds Account an amount with respect Servicer to each Mortgage Loan equal to the sum deposit all proceeds of the following: (i) all Monthly Payments received Collateral processed by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Collateral Account within two (2) Business Days of receipt. On each Payment Date, amounts in the Collateral Account shall be applied to make the payments and disbursements described in Section 2.4 and this Section 2.12. Agent agrees to use its best efforts to provide Borrower and Servicer, at all times other than during the continuance of an Event of Default, with on-line access to view account related activity (net such as deposits to and withdrawals from) the Collateral Account to view account related activity such as deposits to and withdrawals from the Collateral Account. On the date that is two (2) Business Days prior to each Payment Date, Agent shall deliver to Borrower a notice setting forth the allocation of funds in the Collateral Account to be made on such Payment Date in accordance with Section 2.4 hereto (each such notice, an “Allocation Notice”), provided, that the failure of Agent to deliver an Allocation Notice to Borrower with respect to any payments on account Payment Date shall not affect any of Month End Interest required the rights of Agent or any Lender or any obligation of Borrower under this Agreement or any other Loan Document. Except with respect to any manifest error in any Allocation Notice, the application of funds pursuant to Section 3.05 hereof or 2.4 for the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments following Payment Date shall be made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection accordance with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAllocation Notice.

Withdrawals. On each Business Day, the Master Servicer (a) Withdrawals may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously be made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed upon receipt by the Trustee) Bank of withdrawal Instructions satisfactory to it and the Customer shall be liable on all such Instructions irrespective of whether the relevant Account is in immediately available funds to credit or otherwise. Except with the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum prior written consent of the following: (i) all Monthly Payments Bank, no withdrawal may be made otherwise than in writing and signed in accordance with specimen signatures and authorizations received by the Master Servicer during Bank. Any arrangements entered into with the preceding Due PeriodBank for withdrawal orders to be otherwise than in writing shall be at the sole risk of the Customer and the Bank shall not be liable for any Losses incurred or suffered by the Customer arising from or in connection with such arrangements, in respect of which the Customer shall fully indemnify the Bank against any loss, damage, expense or liability which the Bank may incur or suffer, whether directly or indirectly. (b) Once a transfer order has been delivered to the Bank, no subsequent request by the Customer for cancellation, withdrawal or amendment of the order will be accepted unless the Bank in its discretion decides otherwise. (c) Deposits of cheques and other instruments shall not be available for withdrawal until the actual proceeds thereof have been collected by the Bank. (d) Moneys standing to the Customer’s credit in the Account shall be withdrawable in cash or by way of demand draft, mail or cable transfer at the Customer’s risk, at the Bank’s option. The Customer is not entitled to draw on another Affiliate of the Bank. (e) In the event that the Bank receives instructions for several payments or other transactions which in the aggregate would exceed the amount of the credit balance in the Customer’s Account of any authorised limit in respect thereof it shall be entitled at its discretion to select which transaction or transactions shall be executed, without reference to the date of despatch or time of receipt of the Customer’s instructions. (f) Withdrawal from foreign currency accounts shall be made only by the Bank’s drafts or telegraphic transfers in the currency of the Account at the Customer’s request in writing or by authenticated cable. Such request may be in the form of a sight draft drawn upon the Bank. The Bank may, at its sole option, pay the Customer in any such currency as may then be in local circulation. (g) The Bank may use such rate of exchange for currency conversion as the Bank deems fit when the Customer instructs the Bank to credit the Account with the Hong Kong dollar equivalent of any foreign currency deposit. (h) The Bank shall not be required to return any Instruments drawn on any Account which have been honoured and paid by the Borrower or advanced by a Servicer, Bank and the Master Servicer, Bank may retain them for as long as the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) Bank considers appropriate and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansmay destroy them thereafter.

Withdrawals. (a) On each and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before June 5, 2006 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on June 30, 2006. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Master Servicer Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the next succeeding Business Day or such later time as requested by the Escrow Agent while funds may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds be transferred in the Master Servicer Custodial Account by wire Fed Wire electronic transfer (or system as otherwise instructed by the Trustee) specified in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments such Withdrawal Notice. If such complying Withdrawal Notice is received by the Master Servicer during Depositary after 11:00 a.m. (New York City time) on a Business Day, the preceding Due Period, whether paid Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Borrower or advanced by a Servicer, Escrow Agent while funds may be transferred in the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer Fed Wire electronic transfer system as specified in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansWithdrawal Notice.

Withdrawals. On each Business Day, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments (excluding prepayment penalties) received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business DayAt any time on or after January 1, 2020, a Member may elect to withdraw as a Member of the Company (a “Withdrawing Member”) by delivery of a written notice to the Board of Directors (the “Withdrawal Notice”), provided that (i) the Withdrawing Member is not in breach or default of this Agreement or its Master Servicer may Services Agreement at the time of withdrawal; (ii) the Withdrawing Member has provided the Company and the other Members with at least one (1) year prior written notice of the Withdrawing Member’s desire to withdraw from the appropriate Company; and (iii) the Board of Directors has determined, in good faith, that (x) the withdrawal by the Withdrawing Member is necessitated by a material change in the Withdrawing Member’s financial condition or that the Withdrawing Member suffered prolonged and consistent service problems under its Master Servicer Custodial Account Services Agreement, and (y) a withdrawal by the Withdrawing Member would not reasonably be anticipated to result in undue hardship to the extent remaining Members. The Board of Directors will notify the funds therein are not investedWithdrawing Member whether it has made the determination required under clause (iii) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only of the preceding sentence within 90 days following receipt of the Withdrawal Notice. Upon delivery of the Withdrawal Notice to the extent Board of Directors by such late paymentWithdrawing Member, Liquidation Proceeds or Insurance Proceeds). On or prior all rights and benefits attributable to each Master Servicer Remittance Date, the Master Servicer shall remit Membership Interest held by such Withdrawing Member will be suspended unless and until such Withdrawing Member delivers a written notice to the Board of Directors that it no longer desires to withdraw from the funds in Company. During the Master Servicer Custodial Account by wire transfer suspension period, (A) neither the Withdrawing Member nor its representative on the Board of Directors, if any, will have any voting or as otherwise instructed by the Trustee) in immediately available funds other rights attributable to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: its Membership Interest (other than (i) all Monthly Payments received by its rights under Section 12.2 to approve any amendments, modifications or waivers to this Agreement that would adversely affect in any material respect the Master Servicer during the preceding Due PeriodWithdrawing Member disproportionately to any other Member similarly situated, whether paid by the Borrower or advanced by a Servicerand (ii) its right to receive its share of Distributions under Article IV), the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee Withdrawing Member will not be required to make any Capital Contributions required under Section 3.1 that are first approved by the Board of Directors during the suspension period. Upon a withdrawal pursuant to this Section 11.3, the Withdrawing Member shall be entitled to receive an aggregate amount equal to the extent paid by positive balance in its Capital Account, if any; less the Borrower or advanced by cost associated with descaling the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all Company’s business and other payments received by the Master Servicer exit costs incurred in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Periodsuch withdrawal, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received as determined by the Master Servicer Board of Directors, in good faith. Upon any such withdrawal, the Withdrawing Member will be required to cease using the Coke One North America (net CONA) information technology platform (and any other services provided by the Company at such time) and shall have no right, title or interest in any software or other intellectual property related thereto; provided, however, that the Board of Directors may, in its discretion, elect to continue to provide the Withdrawing Member with access to the Company’s services on such terms and conditions as the Board of Directors may determine in its sole discretion. The Board of Directors may, in its sole discretion, direct the Officers of the Master Servicing Fee attributable theretoCompany to use reasonable efforts to assist a Withdrawing Member in connection with the transition to a new information technology system (if applicable); and (iv) , provided that the Purchase Price Company shall not be required to incur any out-of-pocket expenses unless reimbursed by the Withdrawing Member or to devote significant man-hours unless approved by the Board of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansDirectors.

Withdrawals. On each Business Daya daily basis, the Master Servicer may withdraw from ----------- the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan Asset as to which a late payment, Liquidation Insurance Proceeds or Insurance Liquidation Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds)received. On or prior to each the Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the each Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum aggregate of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether or not paid by the Borrower Borrower, or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower and (B) the Master Servicing Fee (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement3.05) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that and which were not paid or advanced pursuant to Section Subsection 3.01(c)(i) hereof), net of the Master Servicing FeeFee after payment of Month End Interest required pursuant to Section 3.05; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans Assets during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding calendar month, with any interest thereon received by the Master Servicer (net of less the Master Servicing Fee attributable theretothereto after payment of Month End Interest required pursuant to Section 3.05); and (iv) the The Purchase Price of any Mortgage Loans Assets purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansAsset.

Withdrawals. (a) On each and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before July 5, 2005 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on July 31, 2005. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Master Servicer Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the next succeeding Business Day or such later time as requested by the Escrow Agent while funds may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds be transferred in the Master Servicer Custodial Account by wire Fed Wire electronic transfer (or system as otherwise instructed by the Trustee) specified in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments such Withdrawal Notice. If such complying Withdrawal Notice is received by the Master Servicer during Depositary after 11:00 a.m. (New York City time) on a Business Day, the preceding Due Period, whether paid Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Borrower or advanced by a Servicer, Escrow Agent while funds may be transferred in the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer Fed Wire electronic transfer system as specified in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansWithdrawal Notice.

Withdrawals. On each Business DayThe Trustee shall have the sole and exclusive right to withdraw or order a transfer of funds from the Collection Account, in all events in accordance with the terms and provisions of this Indenture and the information most recently delivered to the Trustee pursuant to Section 8.1; provided, however, that the Trustee shall be authorized to accept and act upon instructions from the Servicer regarding withdrawals or transfers of funds from the Collection Account, in all events in accordance with the provisions of this Indenture and the information most recently delivered pursuant to Sections 3.1 and 8. 1. In addition, notwithstanding anything in the foregoing to the contrary, the Master Servicer may withdraw Trustee shall be authorized to accept instructions from the appropriate Master Servicer Custodial Account (on a daily basis regarding withdrawals or order transfers of funds from the Collection Account, to the extent the such funds therein are not investedeither (i) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received mistakenly deposited into the Collection Account (but only including without limitation funds representing assessments or dues payable by Obligors to property owners associations or other entities) or (ii) relate to items subsequently returned for insufficient funds or as a result of stop payments. In the case of any withdrawal or transfer pursuant to the extent foregoing sentence, the Servicer shall provide the Trustee with notice of such late paymentwithdrawal or transfer, Liquidation Proceeds together with reasonable supporting details, on the next Monthly Servicing Report to be delivered by the Servicer following the date of such withdrawal or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or in such earlier written notice as otherwise instructed may be required by the Trustee) in immediately available funds Trustee from the Servicer from time to time). Notwithstanding anything therein to the Asset Proceeds Account an contrary, the Trustee shall be entitled to make withdrawals or order transfers of funds from the Collection Account, in the amount of all reasonable and appropriate out-of-pocket costs and expenses incurred by the Trustee in connection with respect to each Mortgage Loan equal to the sum of the following: any misdirected funds described in clause (i) all Monthly Payments received by and (ii) of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicersecond foregoing sentence. Within two Business Days of receipt, the Master Servicer, Servicer shall transfer all Collections and other proceeds of the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due Collateral processed by the Servicer to the extent paid Trustee for deposit into the Collection Account. The Trustee shall deposit or cause to be deposited into the Collection Account upon receipt the Release Price in respect of releases of Pledged Loans by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of AdvancesIssuer. On each Payment Date, the Servicing Fee or Trustee shall apply amounts in the Master Servicing Fee attributable Collection Account to such Mortgage Loansmake the payments and disbursements described in Section 3.1 and this Section 3.4.

Withdrawals. On each Business DayTo the extent funds are available in the Concentration Account, the Master Servicer may Trustee shall withdraw from the appropriate Master Concentration Account and pay, remit, or transfer as and when instructed by the Debtor in writing (except as to amounts under clauses (A) and (C) below) or otherwise as directed by an order of a court of competent jurisdiction the following amounts in the following order of priority (any funds not so transferred or paid are to remain in the Concentration Account until subsequently applied pursuant to this Section 5.11(a)(ii)): (A) To pay to the Trustee, the amount of its fee due and payable for performing services under this Note Agreement and any supplemental note agreements and expenses incurred in connection therewith relating to the Notes (Series I); (B) Any amounts specifically identified by the Debtor or the Servicer Custodial in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a Lock Box Account, in error, (II) deposited in the Concentration Account with respect to property that does not constitute Collateral, Permitted Investments, proceeds from the issuance of the Notes or proceeds thereof, or (III) deposited in the Concentration Account with respect to Assets that are pledged to secure Senior Indebtedness to the extent that such monies are required by the funds therein are not investedterms of the Senior Indebtedness to be held in a separate trust; (C) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only To transfer to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance DateNote Payment Account, the Master Servicer shall remit from the funds amounts specified in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following:Section 5.11(c)(i); (iD) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required Following each deposit pursuant to Section 3.05 hereof 5.11(a)(i)(A) or each exchange of a Note pursuant to Section 2.01(f), to pay, as directed by the Debtor in writing, to the applicable Broker/Dealer or other selling agent any related sales expenses and commissions or to the Debtor to reimburse the Debtor for its payment of such sales expenses and commissions; (E) As directed in writing by the Debtor from time to time, amounts for the purchase of Eligible Receivables, Assets, or both, provided that the Trustee has received a duly authorized and executed certification substantially in the form of Exhibits A-1 or A-2, as applicable, to this Note Agreement; (F) As certified in writing by the Debtor to the Trustee from time to time, the fee then payable to Administrator for services performed under the Administration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (iiG) all Monthly Payments made by To pay to the Debtor, the amount of the reserve account balance of a Borrower after their Due Date Health Care Provider that were not paid or advanced the Debtor certifies to the Trustee in writing that the Debtor is required to return pursuant to the related Purchase Documents; (H) To pay amounts to the Debtor pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee5.11(h); (iiiI) all other payments received by Invest the Master Servicer remaining amounts promptly in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoPermitted Investments as provided in Section 5.11(e); and (ivJ) Withdraw and pay to the Purchase Price Debtor all of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any remaining amounts due the Servicer or the Master Servicer on account upon termination of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Note Agreement.

Withdrawals. The Cash Administrator may, from time to time, make withdrawals on behalf of the Issuer from the Transaction Account but not otherwise provided that any such withdrawals shall not result in any of the Bank Accounts becoming or remaining overdrawn. It is hereby agreed that no payment or transfer (save for Swap Excluded Payable Amounts) may be made under this Clause 4.3 (Payments out of the Bank Accounts Prior to Enforcement) for so long as an Enforcement Notice has not been delivered. Subject to Clause 4.3.1 but otherwise notwithstanding the security rights created in favour of the Trustee by or pursuant to the Deed of Charge, it is hereby agreed that on each Determination Date immediately preceding an Interest Payment Date other than the Determination Date immediately preceding the Final Maturity Date of all of the Notes of the latest maturing class, the Cash Administrator shall determine the aggregate amount of the amounts comprising items (a) to (f) (inclusive) of the definition of Available Revenue Funds as at such Determination Date. On each Business Day, the Master Servicer may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Interest Payment Date, the Master Servicer shall remit Available Revenue Funds may be withdrawn from the funds Transaction Account to make the payments, transfers and provisions, in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed amounts calculated by the TrusteeCash Administrator to be required in accordance with the Pre-Enforcement Revenue Priority of Payments. It is hereby agreed that on any date, the following payments may be made from the Transaction Account and/or the Swap Collateral Accounts by the Cash Administrator: to make Authorised Investments in accordance with Clause 6 (Authorised Investments) as directed in immediately available funds writing by the Issuer and to pay all normal costs and expenses incurred in connection with the making or realisation of any Authorised Investment (including, but not limited to, any cost or expense incurred by the Cash Administrator in relation to processing such Authorised Investment); other than on an Interest Payment Date when the provisions of Clause 4.3.3 shall apply, to pay when due and payable any amounts due and payable by the Issuer to third parties and incurred without breach by the Issuer of the Trust Deed and not provided for payment elsewhere in this Clause 4.3.4; to pay from amounts standing to the Asset Proceeds Account an amount with respect credit of the Issuer Profit Ledger any corporation tax liability of the Issuer and to each Mortgage Loan equal satisfy the payment of any dividend which the Issuer may have declared; to pay any premium to a replacement Swap Counterparty; to pay any Swap Excluded Payable Amount to the sum of the following: (i) all Monthly Payments Swap Counterparty; to pay any amounts equivalent to any Mortgage Early Redemption Amounts received by the Master Issuer to the Certificateholders (such amounts as set out in the Servicer during the preceding Due Period, whether paid Report to be provided by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by Cash Administrator). If for whatever reason, an incorrect payment is made to any party entitled thereto (including the Borrower (net Noteholders of any payments on account of Month End Interest required Class and/or the Certificateholders) pursuant to Section 3.05 hereof the Pre-Enforcement Revenue Priority of Payments and/or the Pre-Enforcement Principal Priority of Payments, the Cash Administrator will rectify the same by increasing or reducing payments to such party (including the Servicing AgreementNoteholders of any Class and/or the Certificateholders), as appropriate, on each subsequent Interest Payment Date or Interest Payment Dates (if applicable) and (B) the Master Servicing Fee to the extent paid required to correct the same in accordance with the applicable Priorities of Payment. Where such an adjustment is required to be made, the Cash Administrator will notify Noteholders and/or Certificateholders (as applicable) of the same in accordance with the terms of Notes Conditions 6 (Incorrect Payments) and 13 (Notice to Noteholders). Neither the Issuer nor the Cash Administrator will have any liability to any person for making any such correction. It is hereby agreed that if any amount is deducted from the Collection Account in accordance with the Collection Account Agreements which causes a debit balance to arise on that account (the debit balance being an "Overdraft") and the Overdraft is not reduced to zero by any amount subsequently credited to the Borrower or advanced by Collection Account within one Business Day of the Overdraft arising, the Cash Administrator may, upon request from the Servicer or at close of business on the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant relevant Business Day and subject to Section 3.01(c)(i) hereofthe relevant payment instruction provisions in the Bank Agreement, net transfer an amount equal to the outstanding Overdraft from the Transaction Account to the Collection Account to reduce the Overdraft to zero, subject to sufficient funds standing to the credit of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansTransaction Account being available for that purpose.

Withdrawals. On each Business Day, The Cash Manager may make withdrawals: (a) on behalf of the Master Servicer may withdraw Mortgages Trustee from the appropriate Master Servicer Custodial Account Mortgages Trustee GIC Account; and (to the extent the funds therein are not investedb) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent on behalf of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit Funding from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the followingFunding GIC Account, but only: (i) all Monthly Payments received by with the Master Servicer during prior consent of the preceding Due Period, whether paid by Security Trustee following receipt of a request for withdrawal in writing from the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum Cash Manager on behalf of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer;Funding; and (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net until receipt of the Master Servicing Fee; (iii) all other payments received an Intercompany Loan Enforcement Notice served by the Master Servicer in connection Security Trustee on Funding (with any unscheduled principal payments or recoveries on a copy to the Mortgage Loans during Cash Manager and the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoMortgages Trustee); and (ivc) the Purchase Price on behalf of any Mortgage Loans purchased Funding from the Funding Transaction Account, but only until receipt of an Intercompany Loan Enforcement Notice served by the Security Trustee on Funding (with a copy to the Cash Manager and the Mortgages Trustee), respectively as permitted by this Agreement, the Mortgages Trust during Deed, the preceding Prepayment PeriodBank Account Agreement, less any amounts due the Servicer Mortgages Trustee Guaranteed Investment Contract, the Funding Guaranteed Investment Contract and the Funding Deed of Charge, but shall not in carrying out its functions as Cash Manager under this Agreement otherwise make withdrawals from the Mortgages Trustee GIC Account or the Master Servicer on account of AdvancesFunding Bank Accounts (other than any Funding Bank Account to which collateral provided under the Funding Swap Agreement is credited, which withdrawals shall be made in accordance with Clause 4.7). On the Ninth Issuer Closing Date, the Servicing Fee or Cash Manager shall withdraw £65,500,000 from the Master Servicing Fee attributable Funding GIC Account representing the amount by which the amounts standing to the credit of the Funding Reserve Ledger exceed the Funding Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage LoansSale Agreement. On the Ninth Issuer Closing Date, the Cash Manager shall withdraw £74,000,000 from the Funding GIC Account representing the amount by which the amounts standing to the credit of the First Reserve Ledger exceed the First Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage Sale Agreement.

Withdrawals. On each Business Day, the Master Servicer 10.1 Any Party may withdraw from the appropriate Master Servicer Custodial Account Project with the unanimous consent of the other Parties, such party being known as a "Withdrawing Party". The consent of the other Parties may, if given, be given subject to certain conditions to be fulfilled and/or adhered to by the Withdrawing Party. 10.2 In the event that a Party wishes to be a Withdrawing Party, the Generation Scotland Scientific Committee will make all reasonable attempts to agree the reallocation of the obligations of the Withdrawing Party under this Agreement including those relating to the storage of Samples where appropriate, to one or more of the remaining Parties or to a third party acceptable to the remaining Parties provided that such third party agrees to be bound by the terms of this Agreement. If no such reallocation can be successfully achieved then the Party seeking to withdraw from the Agreement shall not be entitled to withdraw unless the remaining Parties unanimously agree otherwise. 10.3 The Withdrawing Party shall be entitled to recover its unavoidable costs incurred in connection with the Project, up to the time of notifying the Generation Scotland Scientific Committee of its intention to withdraw, provided that such costs can be reimbursed solely from funds disbursed under the Funding Agreement. The Withdrawing Party shall use reasonable endeavours to minimize said unavoidable costs and shall comply with all conditions imposed pursuant to this Clause 1O which shall include (without limitation):- 10.3.1 rights granted to the other Parties in respect of the Withdrawing Party's Background Information and Background Rights shall continue notwithstanding the Withdrawing Party's exit from this Agreement, subject always to the restrictions contained in this Agreement; 10.3.2 to the extent that exploitation of any other Party's Project Rights is dependent on the funds therein are not invested) Withdrawing Party's Background Information and Background Rights, then the Withdrawing Party shall, subject to any Non-Recoverable Advance existing third party obligations, and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late paymentlicence rights have not already been granted, Liquidation Proceeds forthwith grant to the other Parties a license to such Background Information or Insurance Proceeds). On or prior Background Rights on fair and reasonable terms to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds in the Master Servicer Custodial Account by wire transfer (or as be agreed; 10.3.3 unless otherwise instructed agreed by the Trustee) in immediately available funds Parties the Withdrawing Party shall grant to the Asset Proceeds Account an amount other Parties a non-exclusive, royalty-free license to use the Withdrawing Party's Project Rights for the purposes of carrying out the Project, any Future Projects and the purposes detailed in Clause 7.12, and all in accordance with respect to each Mortgage Loan equal the provisions of Clause 7.12; 10.3.4 all rights granted to the sum Withdrawing Party in respect of the following: (i) all Monthly Payments received by Background Information and Background Rights and Project Rights of the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net other Parties and in respect of any payments on account NHS Data shall cease immediately other than in respect of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master ServicerWithdrawing Party's interest in any Joint Project Rights; 10.3.5 the Withdrawing Party shall continue to be bound by any obligations of confidentiality contained in this Agreement for a period of five (ii5) all Monthly Payments made by a Borrower after their Due Date that were not paid years following its exit from this Agreement, or advanced pursuant until such time as the information in question ceases to Section 3.01(c)(i) hereof, net of the Master Servicing Feebe confidential in nature; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business DayEach Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to Lionsgate of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to Lionsgate that the Discovery Group was not aware of at the time of the Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the Discovery Group was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if Lionsgate has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then Lionsgate shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is four (4) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clauses (X) and (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (x) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Each Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to Xerox of its request to withdraw; provided, however, that (i) such request must be made in writing at least one Business DayDay prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the offering with respect to which such withdrawal was made. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to Xerox that none of the members of the Icahn Group or the Xxxxxx Group making such Piggyback Request, as applicable, were aware of at the time of such Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the Icahn Group or the Xxxxxx Group, as applicable, was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if Xerox has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then Xerox shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is two (2) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clauses (X) and (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (viii) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business DayTo the extent funds are available in the Concentration Account, the Master Servicer may Trustee shall withdraw from the appropriate Master Concentration Account and pay, remit, or transfer as and when instructed by the Debtor in writing (except as to amounts under clauses (A) and (C) below) or otherwise as directed by an order of a court of competent jurisdiction the following amounts in the following order of priority (any funds not so transferred or paid are to remain in the Concentration Account until subsequently applied pursuant to this Section 5.11(a)(ii)): (A) To pay to the Trustee, the amount of its fee due and payable for performing services under this Note Agreement and any supplemental note agreements and expenses incurred in connection therewith relating to the Notes (Series II); (B) Any amounts specifically identified by the Debtor or the Servicer Custodial in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a Lock Box Account, in error, (II) deposited in the Concentration Account with respect to property that does not constitute Collateral, Permitted Investments, proceeds from the issuance of the Notes or proceeds thereof, or (III) deposited in the Concentration Account with respect to Assets that are pledged to secure Senior Indebtedness to the extent that such monies are required by the funds therein are not investedterms of the Senior Indebtedness to be held in a separate trust; (C) To transfer to the Note Payment Account, the amounts specified in Section 5.11(c)(i); (D) To transfer the Sinking Fund Redemption Amounts specified in Exhibit D to the Note Payment Account in a manner as provided in Section 2.08(b); (E) Following each deposit pursuant to Section 5.11(a)(i)(A) or each exchange of a Note pursuant to Section 2.01(f), to pay, as directed by the Debtor in writing, to the applicable Broker/Dealer or other selling agent any Non-Recoverable Advance related sales expenses and any Advance previously made commissions or to the Debtor to reimburse the Debtor for its payment of such sales expenses and commissions; (F) As directed in writing by the Debtor from time to time, amounts for the purchase of Eligible Receivables, Assets, or both, provided that the Trustee has received a duly authorized and executed certification substantially in the form of Exhibits B-1 or B-2, as applicable, to this Note Agreement; (G) As certified in writing by the Debtor to the Trustee from time to time, the fee then payable to Administrator for services performed under the Administration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement; (H) To pay to the Debtor, the amount of the reserve account balance of a Receivable Seller that the Debtor certifies to the Trustee in writing that the Debtor is required to return pursuant to the related Purchase Documents; (I) To pay amounts to the Debtor pursuant to Section 5.11(h); (J) To transfer amounts with respect to a Mortgage Loan series as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds may be specified in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicerrelated supplemental note agreement; (iiK) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Invest the remaining amounts promptly in Permitted Investments as provided in Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto5.11(e); and (ivL) Withdraw and pay to the Purchase Price Debtor all of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any remaining amounts due the Servicer or the Master Servicer on account upon termination of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Note Agreement.

Withdrawals. On each Business Day, The Cash Manager may make withdrawals: (a) on behalf of the Master Servicer may withdraw Mortgages Trustee from the appropriate Master Servicer Custodial Account Mortgages Trustee GIC Account; and (to the extent the funds therein are not investedb) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent on behalf of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit Funding from the funds in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the followingFunding GIC Account, but only: (i) all Monthly Payments received by with the Master Servicer during prior consent of the preceding Due Period, whether paid by Security Trustee following receipt of a request for withdrawal in writing from the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum Cash Manager on behalf of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer;Funding; and (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net until receipt of the Master Servicing Fee; (iii) all other payments received an Intercompany Loan Enforcement Notice served by the Master Servicer in connection Security Trustee on Funding (with any unscheduled principal payments or recoveries on a copy to the Mortgage Loans during Cash Manager and the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoMortgages Trustee); and (ivc) the Purchase Price on behalf of any Mortgage Loans purchased Funding from the Funding Transaction Account, but only until receipt of an Intercompany Loan Enforcement Notice served by the Security Trustee on Funding (with a copy to the Cash Manager and the Mortgages Trustee), respectively as permitted by this Agreement, the Mortgages Trust during Deed, the preceding Prepayment PeriodBank Account Agreement, less any amounts due the Servicer Mortgages Trustee Guaranteed Investment Contract, the Funding Guaranteed Investment Contract and the Funding Deed of Charge, but shall not in carrying out its functions as Cash Manager under this Agreement otherwise make withdrawals from the Mortgages Trustee GIC Account or the Master Servicer on account of AdvancesFunding Bank Accounts (other than any Funding Bank Account to which collateral provided under the Funding Swap Agreement is credited, which withdrawals shall be made in accordance with Clause 4.7). On the Ninth Issuer Closing Date, the Servicing Fee or Cash Manager shall withdraw (pound)65,500,000 from the Master Servicing Fee attributable Funding GIC Account representing the amount by which the amounts standing to the credit of the Funding Reserve Ledger exceed the Funding Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage LoansSale Agreement. On the Ninth Issuer Closing Date, the Cash Manager shall withdraw (pound)74,000,000 from the Funding GIC Account representing the amount by which the amounts standing to the credit of the First Reserve Ledger exceed the First Reserve Fund Required Amount on that date and shall pay such amounts to the Seller by way of Deferred Consideration in accordance with the provisions of the Mortgage Sale Agreement.

Withdrawals. On each Business Day(A) Subject to Clause 18.4 (Control on withdrawals following an Event of Default), the Master Servicer Borrower may withdraw amounts from the appropriate Master Servicer Custodial Offshore Disbursement Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds make payments in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum following order of the followingpriority: (i) all Monthly Payments received by first, at any time, in or towards making any advance under the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Shareholder Loan Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid second, in or advanced pursuant to Section 3.01(c)(i) hereoftowards payment pro rata of any fees, net of commission costs, expenses due but unpaid under the Master Servicing FeeFinance Documents; (iii) all other payments received by the Master Servicer third, at any time, in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, towards payment pro rata of accrued interest or Hedging Costs (including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by accruing on any Hedging Termination Payments) but unpaid under the Master Servicer (net of the Master Servicing Fee attributable thereto); andFinance Documents or any Hedging Transactions ; (iv) the Purchase Price fourth, at any time, in or towards payment pro rata of any Mortgage Loans purchased from principal or Hedging Termination Payments due but unpaid under the Trust during Finance Documents or any Hedging Agreement (provided that, in the preceding Prepayment Periodcase of any such Hedging Termination Payments, less the same is payable in respect of one or more transactions under a Hedging Agreement that have been terminated in accordance with the Intercreditor Agreement by the relevant Hedging Counterparty that is a party thereto); (v) fifth, every other month, a transfer to the Debt Service Reserve Account of one-third of the Required Balance (unless the balance of the Debt Service Reserve Account is equal to or greater than the Required Balance); (vi) sixth, at any time, in or towards the payment of any amounts due under or in respect of unsecured Hedging Transactions or Derivative Transactions entered into by an Obligor; (vii) seventh, at any time, in or towards: (a) the Servicer voluntary prepayment of any Loans or any other outstanding amounts under the Finance Documents, or (b) the payment of any Hedging Termination Payments that are payable under Hedging Agreement as a result of the termination of that Hedging Agreement in accordance with the Intercreditor Agreement by an Obligor that is a party thereto, or (c) [*****] (d) meeting other expenditure of the Group, provided that after the relevant withdrawal is made, the Minimum Cash Covenant is met. (B) Subject to Clause 18.4 (Control on withdrawals following an Event of Default) and in any event without prejudice to the Repatriation Obligation, Vaalco Gabon may withdraw amounts from the Offshore Proceeds Account or the Master Servicer Onshore Proceeds Account to make payments in the following order of priority: (i) first, up to 110 per cent of any Project Costs (including taxes, royalties, budgeted capital expenditure and operating expenditure but excluding Hedging Costs and Hedging Termination Payments under any Hedging Transactions) to the extent the relevant item of Project Cost has been provided for in the relevant period in the then current Forecast or the Group Cash Flow Projection most recently delivered to the Facility Agent; (ii) second, at any time, in or towards payment pro rata of any fees, commission costs, expenses due but unpaid under the Shareholder Loan Agreement; (iii) third, at any time, in or towards payment of accrued interest or Hedging Costs (including any interest accruing on account any Hedging Termination Payments) but unpaid under the Shareholder Loan Agreement or any Hedging Transactions; (iv) fourth, at any time, in or towards payment pro rata of Advancesany principal or Hedging Termination Payments due but unpaid under the Shareholder Loan Agreement or any Hedging Agreement (provided that, in the case of any such Hedging Termination Payments, the Servicing Fee same is payable in respect of one or more transactions under a Hedging Agreement that have been terminated in accordance with the Master Servicing Fee attributable Intercreditor Agreement by the relevant Hedging Counterparty that is a party thereto); (v) fifth, every other month, to such Mortgage Loansthe extent not paid by the Borrower, a transfer to the Debt Service Reserve Account of one-third of the Required Balance (unless the balance of the Debt Service Reserve Account is equal to or greater than the Required Balance); (vi) sixth, at any time, in or towards the payment of any amounts due under or in respect of unsecured Hedging Transactions or Derivative Transactions entered into by an Obligor; (vii) seventh, at any time, in or towards: (a) the voluntary prepayment of any advance made under the Shareholder Loan Agreement or any other outstanding amounts under the Shareholder Loan Agreement; or (b) the payment of any Hedging Termination Payments that are payable under Hedging Agreement as a result of the termination of that Hedging Agreement in accordance with the Intercreditor Agreement by the relevant Obligor that is a party thereto; or (c) [*****] (d) meeting other expenditure of the Group, provided that that after the relevant withdrawal is made, the Minimum Cash Covenant is met. (C) All amounts withdrawn from the Onshore Proceeds Account for application in or towards making a specific payment or meeting a specific liability shall discharge the application of the corresponding specific payment or specific liability from the Offshore Proceeds Account (and vice versa).

Withdrawals. On each Business Day, the Master Servicer may 3.3.1 The Escrow Agent shall withdraw amounts from the Escrow Accounts and appropriate Master Servicer Custodial in the following order every month as more particularly given in the Bank Proforma in Schedule 1 and deposit in the relevant Sub-Account for payments and if not due in a month then appropriate proportionately in such month and retain in the Sub-Account and pay out therefrom on the payment Date(s): (a) all taxes, duties and statutory payments as payable by the Company; (b) all expenses in connection with and relevant to the extent the funds therein are not invested) construction of MRTS Project or in any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds addition or Insurance Proceeds have been received (but only capacity augmentation after COD by way of payment to the extent of Construction contractor, suppliers, vendor and all such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds people and such other persons as may be specified in the Master Servicer Custodial Account by wire transfer Financing Documents; (or as otherwise instructed c) O&M Expenses including Fare collection expenses incurred by the TrusteeCompany directly or through O&M Contractor as set forth in the O&M Contract (d) in immediately available funds the whole or part of the expense on repair work or O&M Expense including Fare collection expenses incurred by MMRDA on account of exercise of any of its rights under this Agreement provided MMRDA certifies to the Asset Proceeds Account an amount Escrow Bank that MMRDA had incurred such expenses in accordance with respect to each Mortgage Loan equal to the sum provisions of this Agreement as well as for any addition or capacity augmentation of the following:MRTS Project after the COD.; (e) monthly proportionate provision of Debt Service Payments due in an Accounting Year and payment of Debt Service Payments in the month when due; (f) Reimbursements of expenditure incurred by MMRDA if any, for payment of insurance premia, etc., which are otherwise company’s responsibility, on account of failure on part of the Company to keep such insurance(s) effective and in force; (g) debt service in respect of Subordinated Debt; (h) Any payments and Damages due and payable by the Company to MMRDA pursuant to this Agreement; (i) all Monthly Payments received by Any reserve requirements set forth in the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master ServicerFinancing Agreements; (j) Balance, if any, in accordance with the instructions of the Company. The amounts specified in Clause 3.3.1 (a) to (j) constitute the Permitted Payments. Not later than 60 (sixty days) prior to the commencement of each Accounting Year, the Concessionaire shall provide to the Escrow Bank, with prior written approval of the Lenders Representative, details of the amounts likely to be required for each of the payment obligations set forth in this Clause 3.3.1; provided that such amounts maybe subsequently modified, with prior written approval of the Lenders Representative, if fresh information received during the year makes such modification necessary. 3.3.2 Notwithstanding anything to the contrary contained in this Agreement upon the earlier of (i) issue of Termination Notice (ii) termination of Concession Agreement, or (iii) the expiry of Concession Period, all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant amounts standing to Section 3.01(c)(i) hereof, net the credit of the Master Servicing FeeEscrow Account shall be appropriated and dealt with in the following order: (a) all taxes, dues, & statutory duties as payable by the Company; (iiib) all accrued Debt Service Payment; (c) outstanding Subordinated Debt; (d) all outstanding dues payable to contractors or suppliers or vendors for capital works; (e) all accrued O&M Expenses; (f) any payments and Damages due and payable by the Company to MMRDA pursuant to this Agreement, including Termination claims; (g) retention and payments relating to pre divestment liabilities; (h) any other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect required to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto)be made under this Agreement; and (ivi) balance, if any, on the Purchase Price instructions of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansMMRDA.

Withdrawals. On each Business DayTo the extent funds are available in the Concentration Account, the Master Servicer may Trustee shall withdraw from the appropriate Master Concentration Account and pay, remit, or transfer as and when instructed by the Debtor in writing (except as to amounts under clauses (A) and (C) below) or otherwise as directed by an order of a court of competent jurisdiction the following amounts in the following order of priority (any funds not so transferred or paid are to remain in the Concentration Account until subsequently applied pursuant to this Section 5.11(a)(ii)): (A) To pay to the Trustee, the amount of its fee due and payable for performing services under this Note Agreement and any supplemental note agreements and expenses incurred in connection therewith relating to the Notes (Series I); (B) Any amounts specifically identified by the Debtor or the Servicer Custodial in writing (I) deposited in the Concentration Account by the Debtor, or transferred to the Trustee from a Lock Box Account, in error, (II) deposited in the Concentration Account with respect to property that does not constitute Collateral, Permitted Investments, proceeds from the issuance of the Notes or proceeds thereof, or (III) deposited in the Concentration Account with respect to Assets that are pledged to secure Senior Indebtedness to the extent that such monies are required by the funds therein are not investedterms of the Senior Indebtedness to be held in a separate trust; (C) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only To transfer to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance DateNote Payment Account, the Master Servicer shall remit from the funds amounts specified in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following:Section 5.11(c)(i); (iD) all Monthly Payments received by the Master Servicer during the preceding Due Period, whether paid by the Borrower or advanced by a Servicer, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required Following each deposit pursuant to Section 3.05 hereof 5.11(a)(i)(A) or each exchange of a Note pursuant to Section 2.01(f), to pay, as directed by the Debtor in writing, to the applicable Broker/Dealer or other selling agent any related sales expenses and commissions or to the Debtor to reimburse the Debtor for its payment of such sales expenses and commissions; (E) As directed in writing by the Debtor from time to time, amounts for the purchase of Eligible Receivables, Assets, or both, provided that the Trustee has received a duly authorized and executed certification substantially in the form of Exhibits A-1 or A-2, as applicable, to this Note Agreement; (F) As certified in writing by the Debtor to the Trustee from time to time, the fee then payable to Administrator for services performed under the Administration Agreement and the fee payable to the Servicer for services performed under the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (iiG) all Monthly Payments made by To pay to the Debtor, the amount of the reserve account balance of a Borrower after their Due Date Health Care Provider that were not paid or advanced the Debtor certifies to the Trustee in writing that the Debtor is required to return pursuant to the related Purchase Documents; (H) To pay amounts to the Debtor pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee5.11(g); (iiiI) all other payments received by Invest the Master Servicer remaining amounts promptly in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretoPermitted Investments as provided in Section 5.11(e); and (ivJ) Withdraw and pay to the Purchase Price Debtor all of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any remaining amounts due the Servicer or the Master Servicer on account upon termination of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loansthis Note Agreement.

Withdrawals. On each Business DayEach Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to Lionsgate of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to Lionsgate that none of the members of the MHR Group were aware of at the time of the Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the MHR Group was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if Lionsgate has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then Lionsgate shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is four (4) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clauses (X) and (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (x) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. On each Business Day(a) The Beneficiary shall have the right, without notice to the Master Servicer may Grantor, at any time and from time to time, to withdraw from the appropriate Master Servicer Custodial Account (Trust Account, upon written notice to the extent Trustee (the funds therein "Withdrawal Notice"), such amounts or Assets as are not investedspecified in such Withdrawal Notice. The Withdrawal Notice shall (i) specify the amounts and/or Assets to be delivered and (ii) any Non-Recoverable Advance conditions of delivery for such Assets. The Beneficiary need present no statement or document other than the Withdrawal Notice in order to withdraw Assets. (b) Upon receipt of a Withdrawal Notice, the Trustee shall immediately take any and all steps reasonably necessary to transfer the Assets held in the Trust Account as specified in such Withdrawal Notice, and shall deliver such amount or Assets to or for the account of the Beneficiary as specified in such Withdrawal Notice. (c) In the absence of a Withdrawal Notice the Trustee shall allow no withdrawal of any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only Asset from the Trust Account except for payments permitted under Section 4.01. Section 2.02. The Beneficiary agrees and covenants to the extent of such late payment, Liquidation Proceeds Grantor that it shall only withdraw the amounts or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit Assets from the funds in the Master Servicer Custodial Trust Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum satisfy amounts due without diminution because of the followinginsolvency of Beneficiary or Grantor, for the following purposes only: (ia) all Monthly Payments received by to pay or reimburse the Master Servicer during Beneficiary for the preceding Due Period, whether Grantor's share under the Reinsurance Agreement for any losses and allocated loss expenses paid by Beneficiary but not recovered from the Borrower Grantor or advanced by a Servicerfor unearned premiums due to Beneficiary, the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent if not otherwise paid by the Borrower Grantor; (net b) to make payment to Grantor of any payments on account amounts held in the Trust Account that exceed 102% of Month End Interest the actual amount required to fund Grantor's Obligations (as defined in New York State Insurance Department Regulation No. 114) under the Reinsurance Agreement; or (c) where Beneficiary has received Termination Notice of the Trust Account pursuant to Section 3.05 hereof 7.01 hereof, and where Grantor's Obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) business days prior to the Termination Date (as hereinafter defined), to withdraw amounts equal to such Obligations and deposit such amounts in a separate account, in the name of Beneficiary in any United States bank or the Servicing Agreementtrust company, apart from its general assets, in trust for such uses and purposes specified in subsections (a) and (Bb) above, as may remain executory after such withdrawal and for any period after the Master Servicing Fee Termination Date. Section 2.03. The Trustee shall have no responsibility whatsoever to the extent paid by the Borrower determine that any amounts or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased Assets withdrawn from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable Account pursuant to such Mortgage LoansArticle II hereof will be used and applied in a manner consistent with Section 2.02 above.

Withdrawals. On each Business DayEach Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to Lionsgate of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to Lionsgate that the Liberty Group was not aware of at the time of the Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the Liberty Group was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if Lionsgate has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then Lionsgate shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is four (4) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clauses (X) and (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (x) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.

Withdrawals. (a) On each and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least seven days prior to the date of such requested withdrawal in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw at any time while funds may be transferred in the Fed Wire electronic transfer system not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, without limiting or otherwise affecting the Depositary’s payment obligation pursuant to the penultimate sentence of Section 2.4 hereof, close such Account. (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before July 5, 2005 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on July 31, 2005. (ii) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. (b) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Master Servicer Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the next succeeding Business Day or such later time as requested by the Escrow Agent while funds may withdraw from the appropriate Master Servicer Custodial Account (to the extent the funds therein are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds be transferred in the Master Servicer Custodial Account by wire Fed Wire electronic transfer (or system as otherwise instructed by the Trustee) specified in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: (i) all Monthly Payments such Withdrawal Notice. If such complying Withdrawal Notice is received by the Master Servicer during Depositary after 11:00 a.m. (New York City time) on a Business Day, the preceding Due Period, whether paid Depositary shall make the payments requested in such Withdrawal Notice no later than 10:00 a.m. (New York City time) on the second Business Day next following such Business Day or such later time as requested by the Borrower or advanced by a Servicer, Escrow Agent while funds may be transferred in the Master Servicer, the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer Fed Wire electronic transfer system as specified in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable thereto); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage LoansWithdrawal Notice.

Withdrawals. On each Each Holder shall have the right to withdraw its request for inclusion of all or any of its Registrable Securities in any Registration Statement pursuant to this Article III by giving written notice to Xerox of its request to withdraw; provided, however, that (i) such request must be made in writing at least one Business DayDay prior to the execution of the underwriting agreement with respect to such registration or, in the case of a non-underwritten offering, the Master Servicer may withdraw effective date of the Registration Statement or applicable prospectus supplement pertaining to such offering and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the offering with respect to which such withdrawal was made. In the event that a Holder withdraws and (i) the request for withdrawal is based upon material adverse information relating to Xerox that none of the members of the Icahn Group or the Dxxxxx Group making such Piggyback Request, as applicable, were aware of at the time of such Holder’s Piggyback Request (including, for the avoidance of doubt, material adverse information that is materially different from the appropriate Master Servicer Custodial Account information that the Icahn Group or the Dxxxxx Group, as applicable, was aware of at the time of the Piggyback Request), (ii) if a Suspension Period occurs after such Piggyback Request but before the Registrable Securities covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance with such Piggyback Request, or (iii) if Xerox has breached its obligations hereunder with respect to such Piggyback Registration and such breach has caused, or would reasonably be expected to cause, an Adverse Effect, then Xerox shall pay all expenses incurred by a Holder in connection with such cancelled registration through the date that is two (2) Business Days after the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing clause (iii), in each of clauses (X) and (Y) to the extent the funds therein such expenses are not invested) any Non-Recoverable Advance and any Advance previously made with respect to a Mortgage Loan as to which a late payment, Liquidation Proceeds or Insurance Proceeds have been received (but only to the extent of such late payment, Liquidation Proceeds or Insurance Proceeds). On or prior to each Master Servicer Remittance Date, the Master Servicer shall remit from the funds described in the Master Servicer Custodial Account by wire transfer (or as otherwise instructed by the Trustee) in immediately available funds to the Asset Proceeds Account an amount with respect to each Mortgage Loan equal to the sum of the following: clauses (i) all Monthly Payments received by through (viii) of the Master Servicer during first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y) of the immediately preceding Due Periodsentence shall be in addition to any other remedy to which the Participating Holders may be entitled in law or in equity (but, whether paid by for the Borrower or advanced by a Serviceravoidance of doubt, the Master Servicer, Participating Holders may not recover the Trustee or an Insurer, minus the sum of (A) the Servicing Fees due the Servicer to the extent paid by the Borrower (net of any payments on account of Month End Interest required pursuant to Section 3.05 hereof or the Servicing Agreement) and (B) the Master Servicing Fee to the extent paid by the Borrower or advanced by the Servicer or the Master Servicer; (ii) all Monthly Payments made by a Borrower after their Due Date that were not paid or advanced pursuant to Section 3.01(c)(i) hereof, net of the Master Servicing Fee; (iii) all other payments received by the Master Servicer in connection with any unscheduled principal payments or recoveries on the Mortgage Loans during the preceding Prepayment Period, including Liquidation Proceeds and Insurance Proceeds, together, with respect to prepayments or Liquidation Proceeds or Insurance Proceeds received during the preceding month, with any interest thereon received by the Master Servicer (net of the Master Servicing Fee attributable theretosame expense twice); and (iv) the Purchase Price of any Mortgage Loans purchased from the Trust during the preceding Prepayment Period, less any amounts due the Servicer or the Master Servicer on account of Advances, the Servicing Fee or the Master Servicing Fee attributable to such Mortgage Loans.