Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and all recoveries and payments of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller.

SECTION # Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the ​, record title to each Mortgage (other than with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan) and each Mortgage Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of the Trustee (for the benefit of the Certificateholders and the RR Interest Owners) as the owner of such Mortgage Loan and shall be transferred promptly to the Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and all recoveries and payments of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller.

Condemnation. As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

upon the completion of an Asset Review with respect to each Delinquent Mortgage Loan and receipt by the [[Organization A:Organization]] of a written request from the Asset Representations Reviewer, the [[Organization A:Organization]] shall pay a fee of # $15,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance less than $20,000,000, # $20,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or # $25,000 plus $1,000 per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Balance greater than or equal to $40,000,000, in each case within 60 days of such written request by the Asset Representations Reviewer;

Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and

The Seller further makes the representations and warranties as to the Mortgage Loans other than the Trust Subordinate Companion Loan set forth in Exhibit B to this Agreement as of the Cut-off Date or such other date set forth in Exhibit B to this Agreement with respect to each Mortgage Loan other than the Trust Subordinate Companion Loan, which representations and warranties are subject to the exceptions thereto set forth in Exhibit C to this Agreement, and with respect to the Trust Subordinate Companion Loan, the representations and warranties set forth in [Exhibit G] to this Agreement as of the Cut-off Date or such other date set forth in [Exhibit G] to this Agreement.

Condition of Property. The Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.

SECTION # Treatment as a Security Agreement. Pursuant to Section 1 hereof, the [[Organization A:Organization]] has conveyed to the ​ all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the [[Organization A:Organization]]’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the [[Organization A:Organization]] shall be deemed to have granted, and in such event does hereby grant, to the ​, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-off Date, all other payments made in respect of such Mortgage Loans after the Cut-off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the [[Organization A:Organization]] consents to the ​ hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.

Survival. The provisions of this ARTICLE VII shall survive any cancellation, termination or expiration of this Agreement and shall remain in full force and effect until such time as the applicable statute of limitation shall cut off all Claims which are subject to the provisions of this ARTICLE VII.

Condemnation. As of the date of origination and to the ​’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the ​’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

"Cut-Off Date" means the date established by the Administrator from time to time by which enrollment forms must be received with respect to an Accumulation Period.

“CUT-OFF DATE” means the fifty-first (51st) calendar day after the receipt by NEE Operating LP and NEE Partners of a Notice of Redemption.

Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than

The definition of “Cut-Off Date” in [Section 1.1] of the Original Exchange Agreement is hereby amended and restated in its entirety to read as follows:

Bankruptcy. As of the date of origination of the related Mortgage Loan and to the ​’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than

upon the completion of an Asset Review with respect to each Delinquent Mortgage Loan and receipt by the ​ of a written request from the Asset Representations Reviewer, the ​ shall pay a fee of # ​ plus ​ per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance less than ​, # ​ plus ​ per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to ​, but less than ​ or # ​ plus ​ per additional Mortgaged Property with respect to each Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to ​, in each case within 60 days of such written request by the Asset Representations Reviewer;

The Seller further makes the representations and warranties as to the Mortgage Loans set forth in [Exhibit B] to this Agreement as of the Cut-off Date or such other date set forth in [Exhibit B] to this Agreement, which representations and warranties are subject to the exceptions thereto set forth in [Exhibit C] to this Agreement.

SECTION # Treatment as a Security Agreement. Pursuant to [Section 1] hereof, the Seller has conveyed to the ​ all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the ​, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-off Date, all other payments made in respect of such Mortgage Loans after the Cut-off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the ​ hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.

Spin-Off. If at any time the balance of the HoldCo Note equals or exceeds ​, then the Buyer shall, as promptly as practicable, distribute fifteen percent (15%) of the outstanding capital stock of HoldCo (the "Distributable Shares") to the shareholders of Buyer in proportion to their per-common-share as-converted interest in the equity of Buyer. Buyer may also, at any other time, distribute the Distributable Shares to the shareholders of Buyer in such proportion. Any such distribution shall be made in compliance with the conditions for exemption from registration set forth in Staff Legal Bulletin 4, when such conditions are available, and otherwise pursuant to such registration statement as is required. Notwithstanding the forgoing, in the event that Buyer fails to make a disbursement under the HoldCo Note in accordance with [Schedule A] thereto and Holdco elects to a spin-off as outlined in this [Section 5.8], the Distributable Shares instead of being fifteen percent (15%) of the outstanding capital stock of HoldCo shall be measured on and as of the effective date of the distribution registration statement as follows: