Common use of Priority of Notes Clause in Contracts

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-A-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ and Note A-4 A-3 shall be of equal priority, and no portion of any of Note ▇-A-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ or Note A-4 A-3 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-A-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ and Note A-4 A-3 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4, Note A-5 and Note A-4 A-6 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4, Note A-5 or Note A-4 A-6 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4, Note A-5 and Note A-4 A-6 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-6 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, or Note A-6, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4 A-4-B shall be of equal priority, and no portion of any of Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A or Note A-4 A-4-B shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3-A, Note A-3-B, Note A-4-A and Note A-4 A-4-B on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, Advances (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note is not included in a Securitization, any Penalty Charges allocated to any such Note that is not in a securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization ▇-▇, ▇▇▇▇ ▇-▇, or Note A-4, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 shall be of equal priority, and no portion of any of Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3, Note A-4 or Note A-4 A-5 shall have priority or preference over any portion of the 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 Master Servicer and applied to the Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-5 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-5 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4-A, Note ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-7 and Note A-4 A-8, shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4-A, Note A-4-B, Note A-5, Note A-6, Note A-7 or Note A-4 A-8 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4-A, Note ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-7 and Note A-4 A-8 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note is ▇-▇, ▇▇▇▇ ▇-▇, Note A-4-A, Note A-7 and Note A-8 are not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3, Note A-4 or Note A-4 A-5 shall have priority or preference over any portion of the 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 Master Servicer and applied to the Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-5 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-5 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ and Note A-4 A-3 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ or Note A-4 A-3 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇-▇▇ and Note A-4 A-3 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇A-1-▇1, ▇▇▇▇ ▇Note A-2-▇1, ▇▇▇▇ ▇Note A-1-▇ 2, Note A-1-3, Note A-2-2 and Note A-4 A-2-3 shall be of equal priority, and no portion of any of Note ▇A-1-▇1, ▇▇▇▇ ▇Note A-2-▇1, ▇▇▇▇ ▇Note A-1-▇ 2, Note A-1-3, Note A-2-2 or Note A-4 A-2-3 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇A-1-▇1, ▇▇▇▇ ▇Note A-2-▇1, ▇▇▇▇ ▇Note A-1-▇ 2, Note A-1-3, Note A-2-2 and Note A-4 A-2-3 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1-2, Note A-1-3, Note A-2-2 or Note A-2-3, as applicable, is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1-2, Note A-1-3, Note A-2-2 or Note A-2-3 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3, Note A-4 or Note A-4 A-5 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not included in a securitization Securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 shall be of equal priority, and no portion of any of Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any of Note A-▇, ▇▇▇▇ ▇-▇ or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any such Note that is not in a securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇A-1, Note A-2-▇1, ▇▇▇▇ ▇Note A-2-▇2, ▇▇▇▇ ▇-▇ Note A-3 and Note A-4 shall be of equal priority, and no portion of any of Note ▇A-1, Note A-2-▇1, ▇▇▇▇ ▇Note A-2-▇2, ▇▇▇▇ ▇-▇ Note A-3 or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇A-1, Note A-2-▇1, ▇▇▇▇ ▇Note A-2-▇2, ▇▇▇▇ ▇-▇ Note A-3 and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-2-1, Note A-2-2, Note A-3 or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-2-1, Note A-2-2, Note A-3 or Note A-4, respectively, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3 and Note A-4 shall be of equal priority, and no portion of any of Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3 or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3 and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1-B, Note A-2-A, Note A-2-B, Note A-3 or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1-B, Note A-2-A, Note A-▇-▇, ▇▇▇▇ ▇-▇, or Note A-4, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇Note A-3-▇ 1, Note A-3-2, Note A-4 and Note A-4 A-5 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇Note A-3-▇ 1, Note A-3-2, Note A-4 or Note A-4 A-5 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇Note A-3-▇ 1, Note A-3-2, Note A-4 and Note A-4 A-5 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1, Note A-3-2 or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not included in a securitization Securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 shall be of equal priority, and no portion of any of Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-▇, ▇▇▇▇ ▇-▇ or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-▇, ▇▇▇▇ ▇-▇ or Note A-4, respectively, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to the Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note A-1-A, Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇Note A-4-▇ A, Note A-4-B, Note A-5 and Note A-4 A-6 shall be of equal priority, and no portion of any of Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3, Note A-4-A, Note A-4-B, Note A-5 or Note A-4 A-6 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇A-1-▇A, ▇▇▇▇ ▇Note A-1-▇B, ▇▇▇▇ ▇Note A-2-▇ A, Note A-2-B, Note A-3, Note A-4-A, Note A-4-B, Note A-5 and Note A-4 A-6 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1-A is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1-A that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3 and Note A-4 shall be of equal priority, and no portion of any of Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3 or Note A-4 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3 and Note A-4 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, or Note A-4, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 shall be of equal priority, and no portion of any of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ Note A-3, Note A-4 or Note A-4 A-5 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ ▇, Note A-4 and Note A-4 A-5 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note is not included in a Securitization, any Penalty Charges allocated to any such Note that is not in a securitization that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note ▇-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 A-3 shall be of equal priority, and no portion of any of Note ▇-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 A-3 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note ▇-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 A-3 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

Priority of Notes. Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 A-3 shall be of equal priority, and no portion of any of Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 A-3 shall have priority or preference over any portion of the 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 Master Servicer and applied to Note A-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇ and Note A-4 A-3 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to pay (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, 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 incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as any Note A-1 is not included in a Securitization, any Penalty Charges allocated to any Note that is not in a securitization A-1 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.