The proceeds from the sale of the 2017-1C Securities and the 2017-1R Securities shall be used to fund the Third Mortgage Loan Increase and the proceeds of the Third Mortgage Loan Increase shall be used to (i) prepay the 2012-1C Component, including accrued and unpaid interest thereon, (ii) pay all recording fees and taxes, reasonable out of pocket costs and expenses incurred by the Lender, including reasonable legal fees and expenses of counsel to the Lender, and other costs and expenses approved by the Lender (which approval will not be unreasonably withheld or delayed) related to the 2017-1C Component and the 2017-1R Component; (iii) pay all fees and expenses incurred by the Closing Date Borrowers; and (iv) make a cash distribution to the Guarantor.