a letter from counsel of the Seller substantially to the effect that # nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification

Calculation of the preliminary incentive payment amount for Business Group employees will be based primarily on Business Group performance with a defined portion based on Company performance. Calculation of the preliminary incentive payment amount for employees of KCS will be based on Company performance. Specific weightings are set forth in the following table:

not previously accounted for at the Closing Date in the Preliminary Closing Statement; and/or

6.1outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Purchaser or any of its Affiliates;

the aggregate amount of all Portfolio Loans and Purchased Participations (in each case, including, without limitation, and for the avoidance of doubt, all Split-Funded Loans) for which the Portfolio Company is subject to an Insolvency Proceeding in excess of 10% of the aggregate unpaid principal balance of all # Preliminary Eligible Portfolio Loans plus # Preliminary Eligible Split-Funded Loans;

“Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

the SEC, or received by the Company, one # copy of the Registration Statement, each preliminary prospectus and

Remedies . The Executive agrees that his violation of any term, provision, covenant or condition of this [Section 12] may result in irreparable injury and damage to the Company which will not be adequately compensable in money damages, and that the Company will have no adequate remedy at law therefor. In addition to any other rights or remedies that the Company may have at law or in equity, under this Agreement, or otherwise, the Executive agrees that the Company may obtain temporary, preliminary or permanent restraining orders, decrees or injunctions as may be necessary to protect the Company against, or on account of, such violation, without the necessity that the Company post a bond for such relief. Nothing in this Section shall be construed to limit the Company’s rights or remedies for or defenses to any action, suit or controversy arising out of this Agreement.

3 The matters that shall not be subject to a reference are the following: # nonjudicial foreclosure of any security interests in real or personal property, # exercise of self-help remedies (including, without limitation, set-off), # appointment of a receiver, # temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions), and # any Claims relating to the EXIM Line of Credit. This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in [clauses (i) and (ii)])] or to seek or oppose from a court of competent jurisdiction any of the items described in [clauses (iii) and (iv)])]. The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

SECTION # Expenses. The Seller will pay its pro rata share (the Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust) of all costs and expenses of the ​ in connection with the transactions contemplated herein, including, but not limited to: # the costs and expenses of the ​ in connection with the purchase of the Mortgage Loans; # the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; # the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; # the fees and disbursements of a firm of certified public accountants selected by the ​ and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any “comfort letters” with respect to such items; # the costs and expenses in connection with the qualification or exemption of the Certificates under state ​ or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; # the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; # the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and this Agreement as the Underwriters may reasonably request; # the fees of the rating agency or agencies requested to rate the Certificates; # the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the ​; and # the reasonable fees and expenses of Sidley Austin LLP, as counsel to the Underwriters, the Initial Purchasers, the AMA Plaza Loan-Specific Initial ​ and the 225 Bush Street Loan-Specific Initial ​.