Common use of Priority of Notes Clause in Contracts

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead Securitization, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after Upon the Lead Securitization Date, if any portion occurrence of the Primary Servicing Purchase Price is required to be repaid final Securitization, the aggregate proceeds received from the sale of the master servicing rights in each respective Securitization with respect to the applicable Master Servicer, each Holder Note(s) being securitized shall be obligated allocated to pay such Master Servicer the Holders on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note Basis, and a net payment shall be for made from any Holder that has received proceeds in excess of, to any Holder that has received less than, its own accountallocable share of such proceeds.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The For clarification purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement Agreement) paid on each Note shall provide for first, be applied to pay, on a pro rata basis, the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Servicing Advances and reimbursement of Property Advancesany Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, (ii) second, be applied to pay the parties amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, for any Securitization for interest accrued on any P&I AdvanceAdvance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, (iii) as applicable), third, be applied to pay, on a pro rata basis, the amount necessary to pay certain additional trust fund expenses under the Lead Securitization Servicing Agreement (other expenses (including than Special Servicing Fees, unpaid workout fees Workout Fees and liquidation feesLiquidation Fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided specified in the Lead Securitization Servicing Agreement Agreement) and (b) in the case of the finally, with respect to any remaining amount of Penalty Charges allocable to any Non-Lead Note, to payCharges, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder or at any time the Mortgage Loan is not being serviced pursuant to a Securitization Servicing Agreement, pro rata to each Holder, and (y) following the securitization of such the Lead Note, entirely to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Lead Securitization Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after Upon the Lead Securitization Date, if any portion occurrence of the Primary Servicing Purchase Price is required to be repaid final Securitization, the aggregate proceeds received from the sale of the master servicing rights in each respective Securitization with respect to the applicable Master Servicer, each Holder Note(s) being securitized shall be obligated allocated to pay such Master Servicer the Holders on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note Basis, and a net payment shall be for made from any Holder that has received proceeds in excess of, to any Holder that has received less than, its own accountallocable share of such proceeds.

Priority of Notes. Each Note The Notes shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, domain shall be distributed by the Master Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided any Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clause (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Note A-1A Securitization and any other Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Note Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Note Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any either Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the then-current Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any either Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including other than Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Noteextent any amounts remain, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such the Lead Note, to the related Non-Lead Note Holder and (y) following the securitization of such the Lead Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead Securitization, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.