Common use of Priority of Payments Clause in Contracts

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. The Note B and the right rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder Holders to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case, as set forth herein. All further described below: (a) If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (y4)(a) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-2 and Note A-3) (it being understood that P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage Loan, first to ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to ▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the B Note) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Holder Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each A Note Balances at the applicable Net Note A Rate; (bii) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Holder up Note (A) first, an amount equal to the amount Percentage Interest relating to each of the A Notes of all principal payments (excluding any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedCasualty/Condemnation Prepayment) received, if any, with respect to the Mortgage Loan pursuant related Monthly Payment Date and (B) then, an amount equal to this Agreement or all Casualty/Condemnation Prepayments received with respect to the Servicing Agreementrelated Monthly Payment Date, in each case until their respective Note Principal Balances have been reduced to zero; (diii) third, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the Note B Holder for all such cure payments; (iv) fourth, to pay accrued and unpaid interest on a Pro Rata and Pari Passu Basis, the Note B (other than default interest) to each the Note B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each Note B at the applicable Net Note B Rate; (ev) fifth, to the Note B Holder (A) first, an amount equal to the Percentage Interest relating to the Note B of all principal payments (excluding any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date and (B) then, an amount equal to all remaining Casualty/Condemnation Prepayments received with respect to the related Monthly Payment Date, until its Note Principal Balances has been reduced to zero; (vi) sixth, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis based on and then the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zeroNote; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (gvii) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrowerlate fees, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each the Note A A-1 Holder, Note A-2 Holder, Note A-3 Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsinitial principal balances; (viii) eighth, any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(a) and (B) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(a), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder based on their initial principal balances. (b) If a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Lead Securitization Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (4)(a) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-2 and Note A-3) (it being understood that P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage Loan, first to ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to ▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the B Note) shall be applied and distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (i) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (iii) third, to pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in accordance an amount equal to the accrued and unpaid interest on the Note Principal Balance of the B Note at the applicable Net Note Rate; (iv) fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (v) fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the Note B Holder for all such cure payments; (vi) sixth, to the Note B Holder in an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero; (vii) seventh, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then the B Note; (viii) eighth, to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to compensate a Servicer under the Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder, pro rata, based on their respective initial Percentage Interests. All expenses principal balances; (ix) ninth, any interest accrued at the applicable default rate, pro rata and losses relating pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(b), and (B) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(b), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (x) tenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(ix), any remaining amount shall be paid pro rata to each Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder based on their initial principal balances. (c) Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property, Property (including without limitation losses following a condemnation) from the lien of principal the applicable Mortgage and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Mortgage Loan Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and other amounts with respect to such another Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note A Holder in an amount equal shall first, be used to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) secondreduce, on a Pro Rata and Pari Passu Basis based pro rata basis, the amounts payable on the outstanding principal balances of each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anythe Trustee, the related Non-Lead Master Servicer or the related Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, be used to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Non-Lead Securitization Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1 or Note A-2 which may only be reimbursed out of payments and collections allocable to Note A-1 or Note A-2, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product Lead Securitization Servicing Agreement and (ii) in the case of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, remaining amount of Penalty Charges allocable to the extent paid by the Mortgage Loan BorrowerNon-Lead Securitization Note, shall be paid to each Note B Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. The B Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator Administrator, Trustee or Trustee Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Note (pursuant to Non-Lead PSA) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each of the B Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each of the B Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay any Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hviii) eighth, Pro Rata to pay default interest and Pari Passu, any Prepayment Premium, to the extent paid by late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Scheduled Interest Payments, Scheduled Principal Payment, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to any Note which may only be reimbursed out of payments and collections allocable to such Note, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Note A Holder Servicer (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (or analogous term as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage LoanLoan (as specified in the Lead Securitization Servicing Agreement) and finally, until with respect to any remaining amount of Penalty Charges, be distributed (x) prior to the securitization of the Lead Securitization Note(s) or at any time the Mortgage Loan is not being serviced pursuant to a Securitization Servicing Agreement, pro rata to each Note Holder, and (y)(i) following the securitization of the Lead Securitization Note(s), with respect to any remaining amount of Penalty Charges allocable to the Lead Securitization Note(s), to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) with respect to any remaining amount of Penalty Charges allocable to each Non-Lead Securitization Note, to pay, (A) prior to the securitization of the Lead Securitization Note, to the related Non-Lead Securitization Note Holder and (B) following the securitization of the Lead Securitization Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Any proceeds received by any Note Holder from the sale of master servicing rights with respect to its Note shall be for its own account. Any Note Holder that receives proceeds from the sale of the primary servicing rights with respect to the entire Mortgage Loan (the “Primary Servicing Rights Proceeds”) shall remit to the other Note Holders, promptly upon receipt thereof, such amounts as are required such that each Note Principal Balance for each A Note has been reduced to zero; (c) third, Holder receives its pro rata share of such proceeds on a Pro Rata and Pari Passu Basis. Notwithstanding the preceding sentence, if a Note is held by a Securitization Trust at a time when its Note Holder would be entitled to each Note A Holder up receive any amount under such preceding sentence, such amount shall be remitted to the amount Person that was the Note Holder of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed immediately prior to the transfer of such Note A Holder to the depositor for such Securitization. On and after the Lead Securitization Date, if the Primary Servicing Rights Proceeds (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedportion thereof) with respect are required to be repaid to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourthMaster Servicer, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to Person that received its pro rata interest therein, based on the product share of the such Primary Servicing Rights Proceeds in its capacity as a Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid Holder as contemplated by the Mortgage Loan Borrowerpreceding sentence (each such Person, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.a

Priority of Payments. Note B Except as otherwise provided for in Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the right Borrower as of such date; (b) Second, to the extent the Market Value of the Note B Holder assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to receive payments the excess of interest$250,000 over such Market Value; (c) Third, principal to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and other amounts payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such Note B shall at amounts drawn, and (ii) after all times be juniorsuch unpaid interest has been paid in full, subject and subordinate to each Note A and the right unpaid principal of the Note A Holder to receive payments of interest, principal and other amounts all LOC Reimbursement Obligations with respect to each Note A as set forth herein. All such amounts tendered drawn; (d) Fourth, for the payment of any amounts due and payable by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or Ceding Company under, and subject to the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsterms of, the Balloon Payment, Liquidation Proceeds, proceeds under Reinsurance Agreement as of such date (including any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied deposits to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower Reinsurance Trust Account required in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC ProvisionsReinsurance Agreement), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthFifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zerodate; (f) sixthSixth, on a Pro Rata for the payment of Utilization Fees that are due and Pari Passu Basis, to each Note B Holder up payable by the Borrower to the amount Issuing Lender as of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementdate; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumSeventh, to the extent paid by not otherwise contemplated in item Third above, for the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product payment of that portion of the Note A Percentage Interests multiplied by its Relative SpreadBorrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) eighth, Pro Rata and Pari Passu, any Prepayment PremiumEighth, to the extent paid by the Mortgage Loan Borrowernot otherwise contemplated in items Third, shall be paid to each Note B Holder in an amount up to its pro rata interest thereinSixth or Seventh, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up for payments due to the reduction, if any, Issuing Lender from the Borrower upon the occurrence of the Note Principal Balance an Event of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing AgreementDefault, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to provide reimbursement and held in the Cash Collateral Account, other than, for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan)avoidance of doubt, any such assumption or transfer feesLOC Reimbursement Obligations; (i) Ninth, to for the extent actually paid payment of any amounts due and payable by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect Borrower as of such date under the Mortgage Loan, and not otherwise applied in accordance with Tax Sharing Agreement or the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.Tax Allocation Agreement;

Priority of Payments. The B Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than and net of (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each of the B Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each of the B Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hviii) eighth, Pro Rata to pay default interest and Pari Passu, any Prepayment Premium, to the extent paid by late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3, as applicable and (ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Default Interest (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Default Interest allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product Lead Securitization Servicing Agreement and (ii) in the case of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighthremaining amount of Default Interest allocable to any Non-Lead Securitization Note, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A to the extent set forth herein and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (he) eighthfifth, Pro Rata to the Note B Holder in an amount equal to the accrued and Pari Passuunpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (f) sixth, to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Note Principal Balance for each Note B has been reduced to zero; (g) seventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each the Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests Interest multiplied by its Relative Spread; (ih) nintheighth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ha)-(g) and, as a result of a Workout the Note Principal Balance of such for each Note B has been reduced, such excess amount shall be paid to such the Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such for each Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (ji) tenthninth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kj) eleventhtenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ja)-(i), any remaining amount shall be paid pro rata to each Note A Holder and the each Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Non-Lead Securitization Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon)) made with respect to Note A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 which may only be reimbursed out of payments and collections allocable to Note A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4, as applicable, and (ii) any servicing fees due to the Master Servicer in excess of the related Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Document No. 6659612 Loan No. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ Co-Lender Agreement Advances then due and payable or reimbursable to the Trustee or any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on the Lead Securitization Note, and (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any ServicerServicer or the Trustee, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Assumption Fees, Modification Fees, Penalty Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to Penalty Charges paid on each Note A Holder in an amount equal shall first, be used to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) secondreduce, on a Pro Rata and Pari Passu Basis based pro rata basis, the amounts payable on the outstanding principal balances of each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable), third, be used to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basisin the case of the remaining amount of Penalty Charges, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2-I or Note A-2-II which may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2-I or Note A-2-II, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Non-Lead Securitization Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Non-Lead Securitization Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Note A Holder (or its designee) and distributed by Servicer to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage LoanLoan (as specified in the Lead Securitization Servicing Agreement) and finally, until (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note(s), be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Principal Balance for each A 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. Any proceeds received from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Note has been reduced to zero; (c) third, Holders on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced . Any proceeds received by any Servicer on its behalf and not previously paid or reimbursed) Note Holder from the sale of master servicing rights with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each its Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to for its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesown account.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1 or Note A-2 which may only be reimbursed out of payments and collections allocable to Note A-1 or Note A-2, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments received, if any, with respect to such Monthly Payment Date with respect Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to the Mortgage LoanNon-Lead Securitization Note, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumbe paid, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note A Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Master Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu BasisPassu, to each the Note A A-1 Holder and the Note A-2 Holder, in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance for each A Note at the Net Note A A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively; (b) second, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note their Principal Balance for each A Note has Balances have been reduced to zero; (c) third, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis, to each Note A Holder Basis up to the amount of any unreimbursed costs and expenses paid by such Note A A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu BasisBasis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note A-1 Relative Spread or Note A-2 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, to each the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance for each Note B at the Net Note B Rate; (ef) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note Bsixth, to each the Note B Holder in an amount equal to the all remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such the Note B Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests Interest multiplied by its Relative Spread; (ih) ninth, eighth if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ha)-(g) and, as a result of a Workout the Principal Balance of such the Note B has been reduced, such excess amount shall be paid to such the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (ji) tenthninth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each the Note B Holder, pro rata, based on their respective Percentage Interests; and (kj) eleventhtenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ja)-(i), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order; provided, however, all P&I Advances will be reimbursed pro rata and pari passu among the Notes without regard to the subordination of Note B as set forth herein. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note Each of the B Notes and the right of the related holders to receive payments of interest, principal and other amounts with respect to its respective B Note B Holder shall at all times be junior, subject and subordinate to each A Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be juniorA Note, subject and subordinate to in each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-1-B and Note A-2-B) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Holder Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each A Note Balances at the applicable Net Note A Rate; (bii) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note ABasis, to each Note Holder of an A Holder Note in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the B Notes (other than default interest) to each Note A Holder up of a B Note in an amount equal to the amount of any unreimbursed costs accrued and expenses paid by such unpaid interest on the applicable Note A Holder including any Recovered Costs not previously reimbursed to such Principal Balances at the applicable Net Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementRate; (div) fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of a B Holder Note in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each Note B has Balances have been reduced to zero; (fv) sixthfifth, to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventhNotes, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hvi) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsixth, to the extent paid by pay default interest and late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kvii) eleventhseventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(vi), any remaining amount shall be paid pro rata to each Note A Holder and the each Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note B On each Business Day, subject to the terms and the right conditions of the Note B Holder to receive payments Current Spread Distribution Account Control Agreement, Seller (or, after the delivery of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan an access termination notice pursuant to the Servicing Current Spread Distribution Account Control Agreement, Purchaser) shall be applied by direct the Note A Holder (or its designee) and distributed by Bank to apply the Servicer for payment monies in the Third Party Controlled Current Spread Distribution Account in the following order of priority without duplication (and payments shall be made at such times as are set forth the “Priority of Payments”), in every case, after giving effect to each prior item in the Servicing Agreement):Priority of Payments on such Distribution Date: (a) first, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note A Holder in an amount equal pay to the accrued and unpaid interest on parties necessary to cure the Note Principal Balance for each A Note at failure of the Net Note A Rateissuer to make a required remittance to security holders then-outstanding under the ▇▇▇▇▇▇ Mae Contract; (b) second, on a Pro Rata from amounts in the Third Party Controlled Current Spread Distribution Account attributable to MSR Successor Proceeds, pro rata, (A) the Current Excess Servicing Spread Percentage of such MSR Successor Proceeds to Purchaser, and Pari Passu Basis based on (B) the outstanding principal balances Retained Servicing Spread Percentage of each Note such MSR Successor Proceeds to Seller; provided, that (I) prior to the distribution to Purchaser of any MSR Successor Proceeds pursuant to clause (A), such MSR Successor Proceeds shall be applied first, to each Note A Holder in an amount equal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and second, to the principal payment of any indemnity payments receivedthen due and payable to a Seller Indemnitee pursuant to Section 11.02, if any, with respect to such Monthly Payment Date with respect and (II) prior to the Mortgage Loandistribution to Seller of any MSR Successor Proceeds pursuant to clause (B), until such Note Principal Balance MSR Successor Proceeds shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for each A Note has been reduced deposit to zero;the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount. (c) third, on any Business Day from and including the first Business Day of a Pro Rata and Pari Passu Basiscalendar month to but excluding the Distribution Date in such calendar month, to each Note A Holder up to at the amount option of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loan pursuant Loans to this Agreement or the Servicing AgreementSeller; (d) fourth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder the extent not previously paid to Seller in an amount equal to the accordance with Section 3.04(c), any accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B RateBase Servicing Fee to Seller; (e) fifth, on a Pro Rata each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of MSR Successor Proceeds paid pursuant to Section 3.04(a)); and Pari Passu Basis based on (B) to Seller, any Retained Servicing Spread for the outstanding principal balances prior Collection Period (other than the portion thereof consisting of each Note BMSR Successor Proceeds paid pursuant to Section 3.04(a)); provided, that (I) prior to the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to each Note B Holder in an amount equal the Agency Reserve Account for the payment of the Reserve Account Deposit Amount, second, to the principal payments receivedpayment to Seller of any Purchaser Enforcement Expenses then due and payable and third, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loanpayment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, until such Note Principal Balance and (II) prior to the distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for each Note B has been reduced deposit to zero;the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and (f) sixth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu BasisSeller, any Prepayment Premium, other amounts remaining on deposit in the Third Party Controlled Current Spread Distribution Account. All payments to the extent paid by the Mortgage Loan Borrower, Purchaser or Seller shall be paid made by wire transfer of immediately available federal funds to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied account designated by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale Purchaser or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) andSeller, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesapplicable.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to On each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly PaymentsSettlement Date, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds Available Amounts (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance together with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by any funds from the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Preferred Equity Account in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement any Senior Shortfall Amount and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, Liquidation Proceeds) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement“Priority of Payments”): (a1) firstto apply Interest Proceeds (and if Interest Proceeds are insufficient, any available Expense Reserve) to pay an amount equal to Costs and Expenses and Fees incurred by Borrower and payable on such Settlement Date (“Senior Expense Amounts”); (2) to apply Interest Proceeds to pay each outstanding Matured Operating Loan (together with accrued interest on the amount prepaid, as calculated by the Lender) on a Pro Rata “first in, first out” basis depending on the borrowing date of such Matured Operating Loan; (3) to apply Interest Proceeds to pay or prepay outstanding FRBB Loans in whole or in part on a “first in, first out” basis depending on the borrowing date of such FRBB Loan but applying first to Matured FRBB Loans (and Pari Passu Basisafter that, to each Note A Holder prepay other outstanding FRBB Loans) that will not otherwise be redeemed on such Settlement Date in clause (6) below in an amount equal to the Asset Loss Amount determined by the Borrower for the prior Settlement Period plus accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Ratethereon; (b4) second, to apply Interest Proceeds to pay any Matured FRBB Loans in whole or in part (that will not otherwise be redeemed on a Pro Rata such Settlement Date in clause (6) below) and Pari Passu Basis based on not otherwise paid under clause (3) above (together with accrued interest thereon); (5) to apply Interest Proceeds to the outstanding principal balances of each Note A, to each Note A Holder Preferred Equity Account in an amount equal to any previously unreimbursed drawing from the principal payments received, if any, with respect Preferred Equity Account to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zerosatisfy a Senior Shortfall Amount on any prior Settlement Date; (c6) thirdto apply the (i) Principal Proceeds plus (ii) the Available Interest Proceeds Component to pay or prepay outstanding FRBB Loans in whole or in part (together with accrued interest thereon), on a Pro Rata and Pari Passu Basis“first in, to each Note A Holder up to first out” basis depending on the amount borrowing date of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage FRBB Loan pursuant to this Agreement or the Servicing Agreementuntil all outstanding FRBB Loans have been repaid in full; (d7) fourth, on a Pro Rata and Pari Passu Basis, to apply Interest Proceeds to prepay each Note B Holder outstanding Operating Loan in an amount equal to the whole or in part (together with accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumthereon), to the extent not already paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied prepaid in accordance with the foregoing clauses clause (a)-(h2) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsabove; and (k8) all remaining funds (including any Principal Proceeds not applied in clause (6) eleventhabove) (i) on any Settlement Date that occurs prior to the date on which all Loans have been repaid in full (such date, if any excess amount is available the “Final Repayment Date”), to be distributed retained in respect the Clearing Account at the Custodian (A) first, to fund the Expense Reserve and (B) second, as Interest Proceeds to be applied on subsequent Settlement Date and (ii) on the first Settlement Date that occurs after the Final Repayment Date, to be released from the Clearing Account for distribution to the Lender and the United States Department of Treasury as members of the Mortgage Loan, and not otherwise applied in accordance with Borrower under the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesLLC Agreement.

Priority of Payments. Note B (a) On each Business Day prior to the Facility Termination Date, Collections received and not previously applied pursuant to this Section 2.12(a) shall first be paid to the right Administrative Agent’s Account and applied by the Administrative Agent to reduce the Outstanding Borrowings, to the extent then Outstanding Borrowings exceed the Maximum Advance Amount, determined as at the most recent Settlement Date. Any remaining Collections received prior to the Facility Termination Date shall be available to the Borrower to be provisionally paid for the account of the Note B Holder to receive payments applicable Sellers on account of interest, principal and other amounts with respect the Purchase Price due from the Borrower to such Note B shall at all times be juniorSellers pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject and subordinate to each Note A and the right any obligation of the Note A Holder Sellers to receive payments refund any Excess Payments as provided in such Section. (b) On each Settlement Date prior to the Facility Termination Date, (x) all Collections not previously applied pursuant to Section 2.12(a), if any (it being understood that on a Settlement Date, Section 2.12(a) shall be applied before Section 2.12(b)), any Excess Payments paid by a Seller pursuant to Section 2.02(g) of interest, principal the Purchase and other amounts with respect Sale Agreement and any repayments of Intramonth Loans pursuant to each Note A as set forth herein. All amounts tendered Section 2.12(e) hereof shall be transferred by the Mortgage Loan Borrower Master Servicer (or otherwise available for payment a Subservicer on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied its behalf) to the restoration or repair of Concentration Account, and (y) the Mortgaged Property or released Borrower shall pay to the Mortgage Loan Borrower following Persons, from the Concentration Account, to the extent of available funds the following amounts and in accordance with the terms of the Mortgage Loan Documentsrelevant Monthly Report, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):priority: (ai) firstFIRST, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, (A) to each Lender, in an amount equal to any accrued and unpaid Interest and Unused Fees owed to such Lender for such Settlement Date, and (B) to the Administrative Agent for its own account, an amount equal to any Management Fee for such Settlement Date (together with any unpaid Management Fees for any prior Settlement Date); (ii) SECOND, on a Pro Rata pro rata and Pari Passu Basispari passu basis (A) if the Master Servicer is not an Affiliate of any ▇▇▇▇▇▇▇▇ Party, to each Note A Holder the Master Servicer in an amount equal to the accrued and unpaid interest on Master Servicing Fees for the Note Principal Balance for each A Note at payment thereof and (B) if the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances Lux Manager is not an Affiliate of each Note Aany ▇▇▇▇▇▇▇▇ Party, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder Lux Manager in an amount equal to the accrued and unpaid interest on Lux Management Fees for the Note Principal Balance for each Note B at the Net Note B Ratepayment thereof; (eiii) fifthTHIRD, if the Outstanding Borrowings exceed the Maximum Advance Amount determined for such Settlement Date, to the Administrative Agent’s Account, for distribution by the Administrative Agent on a Pro Rata pro rata and Pari Passu Basis based pari passu basis to each Lender, to reduce the Outstanding Borrowings to the extent necessary to cause them to be less than or equal to such Maximum Advance Amount; (iv) FOURTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis of any other amounts then due and payable to the outstanding Secured Parties; (v) FIFTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent to reduce the Outstanding Borrowings to give effect to any optional principal balances repayment elected to be made by the Borrower pursuant to Section 2.02 of each Note Bthis Agreement; (vi) SIXTH, to each Note B Holder of the Master Servicer and the Lux Manager that is an Affiliate of a ▇▇▇▇▇▇▇▇ Party, in an amount equal to the principal accrued and unpaid Master Servicing Fees and Lux Management Fees, as applicable, for the payment thereof; (vii) SEVENTH, to the Master Servicer, for the account of the applicable Sellers, to pay the Unpaid Balance owed to such Seller for the Monthly Period corresponding to such Settlement Date in accordance with the Purchase and Sale Agreement; and (viii) EIGHTH, to the Borrower or as the Borrower may direct. Notwithstanding the foregoing, (A) in the case of any Special Settlement Date, payments receivedshall be made from the Concentration Account, to the extent of available funds, solely pursuant to, and in the priority of, clauses (i), (ii), (iv) and (vi) above, and (B) in the case of any Special Principal Settlement Date, payments shall be made from the Concentration Account, to the extent of available funds, solely pursuant to, and in the priority of, clauses (iii), (v), (vii) and (viii) above (it being understood that, in the event that a Special Settlement Date and a Special Principal Settlement Date both occur on the same date, such payments shall be made as set forth in each of clauses (A) and (B)). (c) On each Business Day on or after the Facility Termination Date, Collections not previously transferred to the Concentration Account, any Excess Payments paid by a Seller pursuant to Section 2.02(g) of the Purchase and Sale Agreement and any repayments of Intramonth Loans pursuant to Section 2.12(e) hereof shall be transferred by the Borrower or, if a Termination Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Collection Accounts, by the Administrative Agent, for the account of the Borrower to the Concentration Account. On each Settlement Date on or after the Facility Termination Date, the Borrower or, if a Termination Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Concentration Account, the Administrative Agent, shall pay to the following Persons, from the Concentration Account, to the extent of available funds, the following amounts and in accordance with the relevant Monthly Report, in the following order of priority: (i) FIRST, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, (A) to each Lender, in an amount equal to any accrued and unpaid Interest and Unused Fees owed to such Lender for such Settlement Date and (B) to the Administrative Agent for its own account an amount equal to any Management Fee for such Settlement Date (together with any unpaid Management Fees for any prior Settlement Date); (ii) SECOND, on a pro rata and pari passu basis (A) if the Master Servicer is not an Affiliate of any ▇▇▇▇▇▇▇▇ Party, to the Master Servicer in an amount equal to the accrued and unpaid Master Servicing Fees for the payment thereof and (B) if the Lux Manager is not an Affiliate of any ▇▇▇▇▇▇▇▇ Party, to the Lux Manager in an amount equal to the accrued and unpaid Lux Management Fees for the payment thereof; (iii) THIRD, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, to each Lender, in an amount equal to the Outstanding Borrowings, to repay the same; (iv) FOURTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis of any other amounts then due and payable to the Secured Parties; (v) FIFTH, to each of the Master Servicer and the Lux Manager, that is an Affiliate of a ▇▇▇▇▇▇▇▇ Party, in an amount equal to the accrued and unpaid Master Servicing Fees and Lux Management Fees, as applicable, for the payment thereof; and (vi) SIXTH, to the Borrower or as the Borrower may direct. (d) Neither the Borrower nor the Master Servicer on its behalf shall have any right to withdraw amount on deposit in the Concentration Account on dates other than a Settlement Date or otherwise than as expressly provided in this Section 2.12. (e) Proceeds of an Advance made to the Borrower on a Settlement Date shall be applied first, to the extent necessary to fund any Unpaid Balance owed by the Borrower to any Seller on such Settlement Date and the remainder thereof, if any, with respect to such Monthly Payment Date with respect as directed by the Borrower. Proceeds of Advances made to the Mortgage Borrower on any other Business Day may, pursuant to instructions of the Borrower, and at the option of the Borrower, (i) be applied to make provisional payments to one or more Sellers in respect of the Purchase Price for Purchased Assets pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject to the obligations of such Seller to repay Excess Payments (repayment of which is guaranteed pursuant to the Performance Undertaking Agreement) to the Concentration Account pursuant to Section 2.02(g) of the Purchase and Sale Agreement, (ii) be applied to make a loan (an “Intramonth Loan”) to BPH IV (repayment of which is guaranteed pursuant to the Lux Performance Undertaking Agreement), the terms of which provide that, on the next Settlement Date, BPH IV shall repay a portion thereof to the Borrower, together with accrued and unpaid interest thereon (such repayment, an “Intramonth Loan Required Repayment”), in immediately available funds to the extent necessary to provide sufficient funds to the Borrower to make all of the payments described in clauses (i) through (vi) of Section 2.12(b) or clauses (i) through (v) of Section 2.12(c), as applicable, or, if less, the entire unpaid principal amount of such Intramonth Loan, until together with accrued and unpaid interest thereon, and after repayments of such Note Principal Balance for each Note B has been reduced Intramonth Loan as contemplated by this clause (ii) on such Settlement Date, the Borrower may at its election distribute the right to zero; (f) sixthreceive repayment of all or a portion of the remaining principal amount of such Intramonth Loan, on a Pro Rata together with accrued and Pari Passu Basisunpaid interest thereon, to each Note B Holder up to BPH IV (in which case, the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumIntramonth Loan, to the extent paid by the Mortgage Loan Borrowerof such distribution, shall be paid cancelled) or (iii) be retained by the Borrower. The Borrower shall cause all repayments of Intramonth Loans and all payments of interest thereon to each Note A Holder be deposited in an amount up to its pro rata interest thereinthe Concentration Account. BPH IV, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; execution and delivery of this Agreement as initial Lux Manager, hereby agrees in its individual capacity (hand notwithstanding any termination of its capacity as Lux Manager hereunder or under other Transaction Documents) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied bound by and to perform its obligations under this Section 2.12(e), including the repayment when due of Intramonth Loans, together with accrued and unpaid interest thereon, in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesterms hereof.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon)) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-4, as applicable, and (ii) any servicing fees due to the Master Servicer in excess of the related Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B (a) On each Business Day prior to the Facility Termination Date, Collections received and not previously applied pursuant to this Section 2.12(a) shall first be paid by the right Servicer pro rata (based on the aggregate outstanding Advances of each Lender Group) to accounts designated by each Facility Agent and applied by the Facility Agents (i) to reduce the Outstanding Borrowings, to the extent then Outstanding Borrowings exceed the Maximum Advance Amount, determined as at the most recent Settlement Date or (ii) to give effect to any optional principal prepayment elected to be made by the Borrower pursuant to Section 2.02 of this Agreement. Any remaining Collections received prior to the Facility Termination Date shall be provisionally available to the Servicer to be paid to the applicable Sellers on account of the Note B Holder to receive payments of interest, principal and other amounts with respect Purchase Price due from the Borrower to such Note B shall at all times be juniorSellers pursuant to Section 2.02(e) of the Receivables Sale Agreement, subject and subordinate to each Note A and the right any obligation of the Note A Holder Sellers to receive payments refund any Excess Payments as provided in such Section 2.02. (b) On each Settlement Date during the Revolving Period, (w) all Collections not previously applied pursuant to Section 2.12(a) and any Excess Payments paid by a Seller pursuant to Section 2.02(e) of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered the Receivables Sale Agreement shall be transferred by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied Servicer to the restoration or repair Concentration Account and (x) the Servicer for the account of the Mortgaged Property or released Borrower shall pay to the Mortgage Loan Borrower following Persons, from the Concentration Account, to the extent of available funds (the “Available Collections”) the following amounts in accordance with the terms of the Mortgage Loan Documentsrelevant Periodic Report, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):priority: (ai) firstFIRST, pro rata (based on the accrued and unpaid Interest and Unused Fees owed to each Lender Group), to accounts designated by each Facility Agent, for distribution by each such Facility Agent for payment on a Pro Rata pro rata and Pari Passu Basispari passu basis, to each Note A Holder Lender in its Lender Group, in an amount equal to any accrued and unpaid Interest and Unused Fees owed to such Lender for such Settlement Date; (ii) SECOND, to the Servicer, if it is not an Affiliate of a Company Party, in an amount equal to the accrued and unpaid interest on Servicing Fees for the Note Principal Balance for each A Note at the Net Note A Ratepayment thereof; (biii) secondTHIRD, on a Pro Rata and Pari Passu Basis if the Outstanding Borrowings exceed the Maximum Advance Amount, pro rata (based on the aggregate outstanding principal balances Advances of each Note ALender Group), to accounts designated by each Facility Agent, for distribution by each such Facility Agent on a pro rata and pari passu basis, to each Note A Holder Lender in an amount its Lender Group, to reduce the Outstanding Borrowings to be less than or equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zeroMaximum Advance Amount; (civ) thirdFOURTH, pro rata (based on the aggregate outstanding Advances of each Lender Group), to accounts designated by each Facility Agent, for distribution by each such Facility Agent on a Pro Rata pro rata and Pari Passu Basispari passu basis, to each Note A Holder up Lender in its Lender Group, to reduce the Outstanding Borrowings to give effect to any optional principal prepayment elected to be made by the Borrower pursuant to Section 2.02 of this Agreement (to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and extent not previously paid or reimbursed) with respect to the Mortgage Loan from funds released for such purpose pursuant to this Agreement or the Servicing AgreementSection 2.12(a)); (dv) fourthFIFTH, pro rata to each Secured Party for payment on a Pro Rata pro rata and Pari Passu Basispari passu basis of any other amounts then due and payable to the Secured Parties (any such amounts owing to Facility Agents or Lenders to be allocated pro rata based on the aggregate amounts owed to the Lenders and Facility Agent in each Lender Group and to be paid to the account designated by the Facility Agent for such Lender Groups for retention by such Facility Agent or for distribution by such Facility Agent to such Lenders, as applicable); (vi) SIXTH, so long as all the conditions to an Advance would be satisfied on such Settlement Date, to each the Servicer, for distribution to the applicable Sellers on a pro rata basis, to pay the Purchase Prices due from the Borrower to the Sellers on such Settlement Date (to the extent not previously paid from funds released for such purpose pursuant to Section 2.12(a)); (vii) SEVENTH, so long as all the conditions to an Advance would be satisfied on such Settlement Date, to the Servicer, for distribution to the applicable Sellers on a pro rata basis, to pay amounts due from the Borrower to the Sellers under the Subordinated Note B Holder on such Settlement Date (to the extent not previously paid from funds released for such purpose pursuant to Section 2.12(a)); (viii) EIGHTH, to the Servicer, if it is an Affiliate of a Company Party, in an amount equal to the accrued and unpaid interest Servicing Fees for the payment thereof; and (ix) NINTH, to the Borrower or as the Borrower may direct. (c) On each Business Day on or after the Note Principal Balance Facility Termination Date, Collections not previously transferred to the Concentration Account and any Excess Payments paid by a Seller pursuant to Section 2.02(e) of the Receivables Sale Agreement shall be transferred by the Servicer or, if an Amortization Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Collection Accounts, by the Administrative Agent, for the account of the Borrower to the Concentration Account. On each Note B at Settlement Date on or after the Net Note B RateFacility Termination Date, the Servicer or, if an Amortization Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Concentration Account, the Administrative Agent, shall pay to the following Persons, from the Concentration Account, to the extent of available funds, the following amounts in accordance with the relevant Periodic Report, in the following order of priority: (i) FIRST, first to the Administrative Agent any amounts then payable to the Administrative Agent pursuant to Section 9.05(a), and second to the Lenders, on a pro rata and pari passu basis, any amounts paid by, and not previously reimbursed to, such Lenders to the Administrative Agent pursuant to Section 9.05(a); (eii) fifthSECOND, on a Pro Rata and Pari Passu Basis pro rata (based on the outstanding principal balances of accrued and unpaid Interest and Unused Fees owed to each Note BLender Group), to accounts designated by each Facility Agent, for distribution by each such Facility Agent for payment on a pro rata and pari passu basis, to each Note B Holder Lender in its Lender Group, in an amount equal to any accrued and unpaid Interest and Unused Fees owed to such Lender for such Settlement Date; (iii) THIRD, to the Servicer, if it is not an Affiliate of a Company Party, in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to accrued and unpaid Servicing Fees for the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zeropayment thereof; (fiv) sixthFOURTH, pro rata (based on the aggregate outstanding Advances of each Lender Group), to accounts designated by each Facility Agent, for distribution by each such Facility Agent on a Pro Rata pro rata and Pari Passu Basispari passu basis, to each Note B Holder up Lender in its Lender Group, in an amount equal to the amount Outstanding Borrowings, to repay the same; (v) FIFTH, pro rata to each Secured Party for payment on a pro rata and pari passu basis of any unreimbursed costs other amounts then due and expenses payable to the Secured Parties (any such amounts owing to Facility Agents or Lenders to be allocated pro rata based on the aggregate amounts owed to the Lenders and Facility Agent in each Lender Group and to be paid to the account designated by the Facility Agent for such Lender Groups for retention by such Note B Holder including any Recovered Costs not previously reimbursed Facility Agent or for distribution by such Facility Agent to such Note B Holder Lenders, as applicable); (vi) SIXTH, to the Servicer, if it is an Affiliate of a Company Party, in an amount equal to the accrued and unpaid Servicing Fees for the payment thereof; and (vii) SEVENTH, to the Borrower or paid or advanced by any as the Borrower may direct. (d) Neither the Borrower nor the Servicer on its behalf and not previously paid shall have any right to withdraw amounts on deposit in the Concentration Account on dates other than a Settlement Date or reimbursed) with respect to the Mortgage Loan pursuant to otherwise than as expressly provided in this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesSection 2.12.

Priority of Payments. for Issuer Available Revenue Receipts Prior to Enforcement of the Issuer Security Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Issuer Security pursuant to the Issuer Deed of Charge or until such time as there are no Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Note B Trustee and the right Issuer Security Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee or the Issuer Security Trustee, as applicable, under the Issuer Trust Deed, the Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following interest period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, under the Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds Master Issuer (other than proceedsthose referred to later in this order of priority of payments or in the Issuer Pre-Enforcement Principal Priority of Payments), awards or settlements to be applied of which the Issuer Cash Manager has notice prior to the restoration or repair relevant Payment Date, which amounts have been incurred without breach by the Master Issuer of the Mortgaged Property Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Master Issuer and to pay or released discharge any liability of the Master Issuer for corporation tax on any chargeable income or gain of the Master Issuer; (D) fourth, in no order or priority among them but in proportion to the Mortgage respective amounts due, to pay amounts due to the Issuer Cash Manager under the Issuer Cash Management Agreement, the Corporate Services Provider under the Corporate Services Agreement and the Issuer Account Bank under the Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Issuer Cash Manager under the Issuer Cash Management Agreement, to the Corporate Services Provider under the Corporate Services Agreement and to the Issuer Account Bank under the Issuer Bank Account Agreement; (E) fifth, from amounts (excluding principal) received by the Master Issuer from Funding 2 in respect of each AAA Loan Borrower Tranche (and, in respect of (ii) below, the amounts (if any), excluding principal, received from the Issuer Swap Provider(s) under the Issuer Swap Agreement(s) in respect of the related Series and Class of Issuer Notes): (i) to pay the amounts due and payable to the relevant Issuer Swap Provider(s) (if any) in respect of the related Series of Class A Notes (including any termination payment but excluding any Issuer Swap Excluded Termination Amount) in accordance with the terms of the Mortgage relevant Issuer Swap Agreement(s); (ii) to pay interest due and payable on the related Series of Class A Notes; (F) sixth, from amounts (excluding principal) received by the Master Issuer from Funding 2 in respect of each AA Loan DocumentsTranche (and, in respect of (ii) below, the amounts (if any), excluding principal, received from the Issuer Swap Provider(s) under the Issuer Swap Agreement(s) in respect of the related Series and Class of Issuer Notes): (i) to pay the amounts due and payable to the extent permitted by relevant Issuer Swap Provider(s) (if any) in respect of the REMIC Provisions), related Series of Class B Notes (including any termination payment but excluding (xany Issuer Swap Excluded Termination Amount) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documentsrelevant Issuer Swap Agreement(s); (ii) to be held as reserves or escrows or pay interest due and payable on the related Series of Class B Notes; (G) seventh, from amounts (excluding principal) received as reimbursements on account of recoveries by the Master Issuer from Funding 2 in respect of Advances then each A Loan Tranche (and, in respect of (ii) below, the amounts, excluding principal, received from the Issuer Swap Provider(s) under the Issuer Swap Agreement(s) in respect of the related Series and Class of Notes): (i) to pay the amounts due and payable or reimbursable to the Servicer relevant Issuer Swap Provider(s) (if any) in respect of the related Series of Class M Notes (including any termination payment but excluding any Issuer Swap Excluded Termination Amount) in accordance with the terms of the relevant Issuer Swap Agreement(s); (ii) to pay interest due and payable on the related Series of Class M Notes; (H) eighth, from amounts (excluding principal) received by the Master Issuer from Funding 2 in respect of each BBB Loan Tranche (and, in respect of (ii) below, the amounts, excluding principal, received from the Issuer Swap Provider(s) under the Servicing Agreement Issuer Swap Agreement(s) in respect of the related Series and Class of Issuer Notes): (yi) all to pay the amounts that are then due, due and payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage relevant Issuer Swap Provider(s) (if any) in respect of the related Series of Class C Notes (including any termination payment but excluding any Issuer Swap Excluded Termination Amount) in accordance with the terms of the relevant Issuer Swap Agreement(s); (ii) to pay interest due and payable on the related Series of Class C Notes; (I) ninth, from amounts (excluding principal) received by the Master Issuer From Funding 2 in respect of each BB Loan pursuant Tranche (and, in respect of (ii) below, the amounts (if any), excluding principal, received from the Issuer Swap Provider(s) under the Issuer Swap Agreement(s) in respect of the related Series and Class of Issuer Notes): (i) to pay the amounts due and payable to the Servicing Agreementrelevant Issuer Swap Provider(s) (if any) in respect of the related Series of Class D Notes (I including any termination payment but excluding any Issuer Swap Excluded Termination Amount) in accordance with the terms of the relevant Issuer Swap Agreement(s); (ii) to pay interest due and payable on the related Series of Class D Notes; (J) tenth, shall be applied by after taking account of any replenishment of the Note A Holder Issuer Reserve Fund on that Payment Date from Issuer Available Principal Receipts, to credit the Issuer Reserve Ledger up to an amount no less than the Issuer Reserve Required Amount; (or its designeeK) and distributed by the Servicer for payment eleventh, in the following no order of priority without duplication (and payments shall be made at such times as are set forth among them but in proportion to the Servicing Agreement):respective amounts due, towards payment of: (ai) firstinterest amounts due to the Start-Up Loan Provider(s); and (ii) principal amounts due to the Start-Up Loan Provider(s) to the extent of issuance fees received from Funding 2 under the Global Intercompany Loan Agreement); (L) twelfth, on a Pro Rata and Pari Passu Basisin no order of priority among them but in proportion to the respective amounts due, to each Note A Holder pay any Issuer Swap Excluded Termination Payments to the Issuer Swap Providers; (M) thirteenth, in no order of priority among them but in proportion to the respective amounts due, towards payment of principal amounts due to the Start-Up Loan Provider(s) under the Start-Up Loan Agreement(s); and (N) last, to pay to the Master Issuer an amount equal to 0.01% per annum of the accrued and unpaid interest on received under the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Global Intercompany Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid which will be retained by the Mortgage Loan BorrowerMaster Issuer as profit, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed less corporation tax in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses those profits provided for or paid at item (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy courtC) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesabove.

Priority of Payments. The B Note B and the right rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each the A-B Note A and the right of the Note A Holder A-B holder to receive payments of interest, principal and other amounts with respect to such A-B Note, and each of the B Note and the A-B Note and the respective rights of the related Note Holders to receive payments of interest, principal and other amounts with respect to the B Note or A-B Note, as applicable, shall at all times be junior, subject and subordinate to each A Note and the right of the Note A Holders to receive payments of interest, principal and other amounts with respect to such A Note, in each case, as set forth herein. All further described below: (a) If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-A-2) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note (A) first, an amount equal to the Percentage Interest relating to each of the A Notes of all principal payments (excluding any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date and (B) then, an amount equal to all Casualty/Condemnation Prepayments received with respect to the related Monthly Payment Date, in each case until their respective Note Principal Balances have been reduced to zero; (iii) third, to pay accrued and unpaid interest on the A-B Note (other than default interest) to the Note A-B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each A Note at the applicable Net Note A Rate; (biv) secondfourth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note A-B Holder (A) first, to each Note A Holder in an amount equal to the Percentage Interest relating to the A-B Note of all principal payments (excluding any Casualty/Condemnation Prepayment) received, if any, with respect to such the related Monthly Payment Date and (B) then, an amount equal to all remaining Casualty/Condemnation Prepayments received with respect to the Mortgage Loanrelated Monthly Payment Date, in each case until such its Note Principal Balance for each A Note Balances has been reduced to zero; (cv) third, on a Pro Rata and Pari Passu Basisfifth, to each the extent the Note A B Holder up has made any payments or advances to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan cure defaults pursuant to this Agreement or Section 32, to reimburse the Servicing AgreementNote B Holder for all such cure payments; (dvi) fourth, on a Pro Rata and Pari Passu Basissixth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each Note B at the applicable Net Note B Rate; (evii) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note Bseventh, to each the Note B Holder in (A) first, an amount equal to the Percentage Interest relating to the B Note of principal payments (excluding any Casualty/Condemnation Prepayment) received, if any, with respect to such the related Monthly Payment Date and (B) then, an amount equal to all remaining Casualty/Condemnation Prepayments received with respect to the Mortgage Loanrelated Monthly Payment Date, in each case until such its Note Principal Balance for each Note B Balances has been reduced to zero; (fviii) sixtheighth, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each then the A-B Note and finally the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (gix) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumninth, to the extent paid by the Mortgage Loan Borrowerlate fees, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each the Note A A-A-1 Holder, Note A-A-2 Holder, Note A-B Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsinitial principal balances; (x) tenth, any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(a), (B) to the Note A-B Holder in an amount calculated on the Note Principal Balance of Note A-B at the applicable default rate prior to the application of funds contemplated in this Section 3(a) and (C) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(a), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (kxi) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(x), any remaining amount shall be paid pro rata to each Note A A-A-1 Holder, Note A-A-2 Holder, Note A-B Holder and Note B Holder based on their initial principal balances. (b) If a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Lead Securitization Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement, (4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-A-2) shall be applied and distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (i) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (iii) third, to pay accrued and unpaid interest on the A-B Note (other than default interest) to the Note A-B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance of the A-B Note at the applicable Net Note Rate; (iv) fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (v) fifth, to the Note A-B Holder in an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero; (vi) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the Note B Holder for all such cure payments; (vii) seventh, to pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in accordance an amount equal to the accrued and unpaid interest on the Note Principal Balance of the B Note at the applicable Net Note Rate; (viii) eighth, to the Note B Holder in an amount equal to all remaining amounts received with respect to the related Monthly Payment Date until its Note Principal Balance has been reduced to zero; (ix) ninth, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then the A-B Note and finally the B Note; (x) tenth, to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to compensate a Servicer under the Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note A-A-1 Holder, Note A-A-2 Holder, Note A-B Holder and Note B Holder, pro rata, based on their respective initial Percentage Interests. All expenses principal balances; (xi) eleventh, any interest accrued at the applicable default rate, pro rata and losses relating pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(b), (B) to the Note A-B Holder in an amount calculated on the Note Principal Balance of Note A-B at the applicable default rate prior to the application of funds contemplated in this Section 3(b) and (C) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(b), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (xii) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xi), any remaining amount shall be paid pro rata to each Note A-A-1 Holder, Note A-A-2 Holder, Note A-B Holder and Note B Holder based on their initial principal balances. (c) Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property, Property (including without limitation losses following a condemnation) from the lien of principal the applicable Mortgage and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Mortgage Loan Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note B The Master Servicer shall apply, or by written instruction to the Trustee shall cause the Trustee to apply on each Payment Date Available Funds for that Payment Date on deposit in the Collection Account to make the following payments and in the following order of priority: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of the reasonable expenses of the Trustee under each of the Facility Documents to which the Trustee is a party, provided that such expenses relate to Series 2002-1; in the event of a Servicer Default and the right replacement of the Note B Holder Master Servicer with the Trustee or a Successor Master Servicer, the actual costs and expenses of replacing the Master Servicer shall be permitted expenses of the Trustee; provided that such costs and expenses relate to receive payments Series 2002-1; SECOND, if the Master Servicer is not Cendant Timeshare Resort Group--Consumer Finance, Inc. or an affiliate of interestCendant, principal to the Master Servicer, in payment of the Monthly Master Servicer Fee and, whether or not Cendant Timeshare Resort Group--Consumer Finance, Inc. or another affiliate of Cendant is then the Master Servicer, to the Master Servicer in reimbursement of any unreimbursed Master Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement, Net Hedge Payments; FOURTH, to each Noteholder, the Notes Interest for the current Payment Date and other amounts with respect NPA Costs payable to such Note B shall at Noteholder to the extent due and payable and not included in the Monthly Interest and any Overdue Interest from prior periods (and interest thereon); FIFTH, if the Master Servicer is Cendant Timeshare Resort Group--Consumer Finance, Inc. or another affiliate of Cendant, to the Master Servicer, the Monthly Servicing Fee; SIXTH, to the Noteholders, the Monthly Principal for such Payment Date, as described in Section 6.02; SEVENTH, if the amount on deposit in the Reserve Account is less than the Required Reserve Amount, to the Reserve Account, all times be juniorremaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interestduring a Liquidity Reduction Amortization Period, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by to which a Liquidity Reduction Event has occurred the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread;lesser of (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance aggregate outstanding principal amount of such Note B has been reduced, and (ii) such excess amount Notes’ pro rata share of the remaining Available Funds; for such purposes the pro rata share shall be paid to such Note B Holder in an amount up to determined on the reduction, if any, basis of the Note Principal Balance outstanding principal amounts of such Note B Notes as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on dates their respective Percentage InterestsLiquidity Reduction Amortization Period commenced and the sum of the Notes Principal Amount of all Notes then in a Liquidity Reduction Amortization Period calculated as of the dates their respective Liquidity Reduction Amortization Periods commenced; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A to the extent set forth herein and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (he) eighthfifth, Pro Rata to the Note B Holder in an amount equal to the accrued and Pari Passuunpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (f) sixth, to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Note Principal Balance for each Note B has been reduced to zero; (g) seventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each the Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests Interest multiplied by its Relative Spread; (ih) nintheighth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ha)-(g) and, as a result of a Workout the Note Principal Balance of such for each Note B has been reduced, such excess amount shall be paid to such the Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such for each Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (ji) tenthninth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kj) eleventhtenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ja)-(i), any remaining amount shall be paid pro rata to each Note A Holder and the each Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. The Note B and the right rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder Holders to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case, as set forth herein. All further described below: (a) If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (y4)(a) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-2 and Note A-3) (it being understood that P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage Loan, first to ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to ▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the B Note) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Holder Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each A Note Balances at the applicable Net Note A Rate; (bii) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Holder up Note (A) first, an amount equal to the amount Percentage Interest relating to each of the A Notes of all principal payments (excluding any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedCasualty/Condemnation Prepayment) received, if any, with respect to the Mortgage Loan pursuant related Monthly Payment Date and (B) then, an amount equal to this Agreement or all Casualty/Condemnation Prepayments received with respect to the Servicing Agreementrelated Monthly Payment Date, in each case until their respective Note Principal Balances have been reduced to zero; (diii) third, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the Note B Holder for all such cure payments; (iv) fourth, to pay accrued and unpaid interest on a Pro Rata and Pari Passu Basis, the Note B (other than default interest) to each the Note B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each Note B at the applicable Net Note B Rate; (ev) fifth, to the Note B Holder (A) first, an amount equal to the Percentage Interest relating to the Note B of all principal payments (excluding any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date and (B) then, an amount equal to all remaining Casualty/Condemnation Prepayments received with respect to the related Monthly Payment Date, until its Note Principal Balances has been reduced to zero; (vi) sixth, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis based on and then the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zeroNote; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (gvii) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrowerlate fees, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each the Note A A-1 Holder, Note A-2 Holder and each Note B A-3 Holder, pro rata, based on their respective Percentage Interestsinitial principal balances; (viii) eighth, any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(a) and (B) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(a), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder based on their initial principal balances. (b) If a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Lead Securitization Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of a Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (4)(a) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-2 and Note A-3) (it being understood that P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage Loan, first to ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to ▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the B Note) shall be applied and distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (i) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (iii) third, to pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in accordance an amount equal to the accrued and unpaid interest on the Note Principal Balance of the B Note at the applicable Net Note Rate; (iv) fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until their respective Note Principal Balances have been reduced to zero; (v) fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 32, to reimburse the Note B Holder for all such cure payments; (vi) sixth, to the Note B Holder in an amount equal to all remaining amounts (other than default interest) received with respect to the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero; (vii) seventh, to pay Yield Maintenance Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then the B Note; (viii) eighth, to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to compensate a Servicer under the Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder, pro rata, based on their respective initial Percentage Interests. All expenses principal balances; (ix) ninth, any interest accrued at the applicable default rate, pro rata and losses relating pari passu, to (A) the Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the applicable default rate, prior to the application of funds contemplated in this Section 3(b), and (B) to the Note B Holder in an amount calculated on the Note Principal Balance of Note B at the applicable default rate prior to the application of funds contemplated in this Section 3(b), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (x) tenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(ix), any remaining amount shall be paid pro rata to each Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note B Holder based on their initial principal balances. (c) Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property, Property (including without limitation losses following a condemnation) from the lien of principal the applicable Mortgage and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Mortgage Loan Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note B (a)(I) As long as no Early Amortization Commencement Date has occurred and the right of the Note B Holder to receive payments of interestis then continuing, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment funds on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received deposit in the form Collection Account shall be distributed in the following amounts and priority: (i) to the Partnership, or, if LEAF Financial Corporation is no longer the Servicer, to the Servicer, all taxes paid pursuant to Section 6.06 and any items not constituting or securing payments in respect of Monthly PaymentsPledged Receivables (including, the Balloon Paymentwithout limitation, Liquidation Proceedsany sales and use tax or similar tax payment, proceeds under any guarantyinsurance premiums, letter of credit indemnities, warranty payments, late fees or other collateral charges or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with fees due under the terms of the Mortgage Loan Documents, related Contract) deposited into the Collection Account; (ii) to the extent permitted by the REMIC Provisions)Partnership in an amount equal to any unreimbursed Partnership Advances; (iii) pro rata and pari passu, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder Agent’s Bank in an amount equal to the Agent’s Bank Fees and indemnities which were accrued and unpaid interest on as of the Note Principal Balance for each A Note at last day of the Net Note A Rate; preceding month, together with such out of pocket expenses due pursuant to Section 9.08 and unpaid as of the last day of the preceding month (by) second, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note A, to each Note A Holder Custodian in an amount equal to the principal payments received, if any, Custodian Fees and indemnities which were accrued and unpaid as of the last day of the preceding month together with respect to such Monthly Payment Date with respect reasonable out of pocket expenses as were due to the Mortgage LoanCustodian under the terms of Custodial Agreement and unpaid as of the last day of the preceding month, until such Note Principal Balance for each A Note has been reduced to zero; and (cz) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Backup Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the Backup Servicer’s Fees and indemnities which are accrued and unpaid interest on as of the Note Principal Balance for each Note B at last day of the Net Note B Ratepreceding month, together with such out of pocket expenses due pursuant to Section 9.08 and unpaid as of the last day of the preceding month, provided, that the total cumulative amount of indemnities payable after the Closing Date under this clause (iii) will not exceed $100,000 per annum; (eiv) fifthto the Partnership (as agent for the Servicer), on a Pro Rata and Pari Passu Basis based on or, if LEAF Financial Corporation is no longer the outstanding principal balances of each Note BServicer, to each Note B Holder the Servicer in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to Servicing Fee which is accrued and unpaid as of the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zerolast day of the preceding month; (fv) sixth, on a Pro Rata and Pari Passu BasisIf the Backup Servicer is the Servicer, to each Note B Holder up the Backup Servicer, the Servicing Fee; (vi) to the Agent for the account of the Qualifying Hedge Counterparty under each Qualifying Interest Rate Hedge in an amount equal to (and for the payment of) all amounts which are due and payable by the Borrower to such Qualifying Hedge Counterparty on such Remittance Date (other than fees, expenses, termination payments, indemnification payments, tax payments or other similar amounts), pursuant to the terms of any unreimbursed costs the applicable Qualifying Interest Rate Hedge (net of all amounts which are due and expenses paid payable by such Note B Holder including any Recovered Costs not previously reimbursed Qualifying Hedge Counterparty to the Borrower on such Note B Holder Remittance Date pursuant to the terms of such Qualifying Interest Rate Hedge); (vii) to the Agent for the account of the Lender in an amount equal to the Facility Fees; (viii) to the Agent for the account of the Qualifying Hedge Counterparty under each Qualifying Interest Rate Hedge in an amount equal to (and for the payment of) all fees, expenses, termination payments, indemnification payments, tax payments or paid or advanced by any Servicer on its behalf and other amounts (to the extent not previously paid or reimbursedhereunder) with respect which are due and payable by the Borrower to such Qualifying Hedge Counterparty on such Remittance Date, pursuant to the Mortgage Loan pursuant to this Agreement or terms of the Servicing Agreementapplicable Qualifying Interest Rate Hedge; (gix) seventhto the Agent for the account of the Lender in an amount equal to the Borrowing Base Deficiency (if any) as of such Remittance Date; (x) to the Agent for the account of the Lender in an amount equal to the aggregate amount of all other Obligations (other than the repayment of Loans then outstanding) then due from the Borrower to the Lender, on a Pro Rata the Agent, the Servicer or any Affected Party hereunder and Pari Passu Basis, any Prepayment PremiumYield maintained pursuant to Section 2.06(a) (other than those specified in clause (xii) below); (xi) pro rata and pari passu, to the extent paid by Agent’s Bank, the Mortgage Loan BorrowerCustodian and the Backup Servicer, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied described in accordance with the foregoing clauses clause (a)-(hiii) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided above that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsremain unpaid; and (kxii) eleventhas long as no event that with the passage of time or the giving of notice or both would constitute an Early Amortization Event has occurred and is then continuing, if any excess amount is available to remaining in the Collection Account shall be distributed (or retained in respect of the Mortgage Loan, and not otherwise applied in accordance with Collection Account) as directed by the foregoing clauses Borrower as follows: (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating 1) to the Mortgage Loan and Borrower to fund the Mortgaged Propertypurchase of Eligible Receivables pledged by the Borrower to the Agent hereunder, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court2) applied to the Lender to reduce the principal balance of Facility Amount, (3) to the Mortgage Loan shall Borrower for general corporate purposes or (4) to be reimbursed retained in Sequential Order after all amounts of interest and principal have otherwise been paid the Collection Account for distribution on the next Remittance Date in full on all the Notes.priority set forth in this Section 2.06(a);

Priority of Payments. Note B and FROM THE RP ESCROW ACCOUNT ----------------------------------------------- The Borrower agrees with the right Lender that monies shall, with the prior written consent of the Note B Holder to receive payments of interestLender, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and debited from the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment RP Escrow Account in the following order of priority without duplication priority: first, in or towards satisfaction of the Borrower's obligation to pay interest under Clause 6 of this Agreement on each of the Interest Payment Dates; second, in or towards payment of the approved budgetted expenses relating to the business and operations of the Borrower as approved by the Lender or otherwise as agreed from time to time by the Lender Provided that the consent of the Lender to the payment of the following monies from the RP Escrow Account shall not be necessary for so long as the Borrower is in compliance with the obligations expressed to be assumed by it under this Agreement (and payments and, for this purpose, the provisions of Clause 14.3(c) shall be made at such times as are set forth ignored so that it shall be a requirement that the Borrower be in the Servicing strict compliance with its obligations under Clause 14.3(b) of this Agreement):); (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder any interest earned in an amount equal connection with monies standing to the accrued credit of any of the Accounts, it being agreed by the Lender that interest earned in connection with the Reserve Account and unpaid interest on the Note Principal Balance for each A Note at US Escrow Account shall be credited to the Net Note A Rate;RP Escrow Account; and (b) second, on a Pro Rata any and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal all monies standing to the credit of the RP Escrow Account which are not then required to enable the Borrower to comply with its obligations under this Agreement including without limitation the obligations of the Borrower under Clause 14.3(b) and this Clause 14.3(d) and which are generated from the issue or sale of shares in the Borrower; third, in or towards payment of the amounts referred to in paragraph (b)(ii)(a) above; fourth, in or towards payment of the amounts referred to in paragraph (b)(ii)(b) above; fifth, in or towards payment of the amounts referred to in paragraph (b)(iii) above; sixth, in or towards repayment of principal payments receivedon each of the Repayment Dates; and seventh, if anybut without prejudice to any of the foregoing provisions, with respect to such Monthly Payment Date with respect at any time after the date falling thirty (30) months after the making of the first Advance, any and all monies standing to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; credit of the RP Escrow Account which are not (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to whether by the amount making of any unreimbursed costs and expenses paid by prepayment of the Loan or otherwise) then required to enable the Borrower to comply with its obligations due at such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to time under this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement the obligations of the Borrower under Clause 14.3(b) and this Clause 14.3(d) and, for interest on any Advancesthe avoidance of doubt. after the date falling thirty (30) months after the making of the first Advance, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate the Lender agrees to the Mortgage Loan), any release of such assumption or transfer fees, surplus monies referred to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied herein without need for its prior written consent in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesprovisions hereof.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Note A Holder (or its designee) and distributed by Servicer to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage LoanLoan (as specified in the Lead Securitization Servicing Agreement) and finally, until (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Principal Balance for each A 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. Any proceeds received from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Note has been reduced to zero; (c) third, Holders on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced . Any proceeds received by any Servicer on its behalf and not previously paid or reimbursed) Note Holder from the sale of master servicing rights with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each its Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to for its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesown account.

Priority of Payments. Note B The Subordinate Notes and the right rights of the Note B Holder Subordinate Noteholders to receive payments of interest, principal and other amounts with respect to such Note B Subordinate Notes shall at all times be junior, subject and subordinate to each Note the A Notes and the right of the Note A Holder Holders to receive payments of interest, principal and other amounts with respect to each Note such A Notes as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofthereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreementescrows, shall be applied by the Note A Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-▇, ▇▇▇▇ ▇-▇ ▇r Note A-3 which may only be reimbursed out of payments and collections allocable to Note A-▇, ▇▇▇▇ ▇-▇ ▇r Note A-3, as applicable and (ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Default Interest (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Default Interest allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product Lead Securitization Servicing Agreement and (ii) in the case of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighthremaining amount of Default Interest allocable to any Non-Lead Securitization Note, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B Any rents, issues, deposits, profits and the right avails of the Note B Holder to receive payments Property received by Lender after taking possession of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right or any part of the Note A Holder Mortgaged Property, or pursuant to receive payments any assignment thereof to Lender under the provisions of interest, principal this Mortgage and other amounts with respect prior to each Note A as set forth herein. All amounts tendered by any foreclosure sale or the Mortgage Loan Borrower or otherwise available execution and delivery to Lender of a deed in lieu of foreclosure for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereofin accordance with Paragraph 4.03, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to shall be applied to in payment of or on account of the restoration or repair following, in such order as Lender or, in case of a receivership, as the court, may in its sole and absolute discretion determine: (a) operating expenses of the Mortgaged Property or released (including, without limitation, reasonable compensation to the Mortgage Loan Borrower in accordance with the terms Lender, any receiver of the Mortgage Loan DocumentsMortgaged Property, any agent or agents to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms whom management of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements Mortgaged Property has been delegated, and also including lease commissions and other compensation for and expenses of seeking and procuring tenants and entering into leases, establishing claims for damages, if any, and paying premiums on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rateinsurance hereinabove authorized); (b) secondtaxes, on a Pro Rata assessments for municipal improvements, water and Pari Passu Basis based sewer charges now due or that may hereafter become due on the outstanding principal balances of each Note AMortgaged Property, to each Note A Holder in an amount equal or that may become a lien thereon prior to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zerolien of this Mortgage; (c) thirdany and all repairs, on a Pro Rata decorating, renewals, replacements, alterations, additions, betterments and Pari Passu Basisimprovements of the Mortgaged Property (including, without limitation, the cost, from time to each Note A Holder up to time, of installing or replacing any personal property therein, and of placing the amount Mortgaged Property in such condition as will, in the judgment of Lender or any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (receiver thereof, make it readily rentable or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementsaleable); (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate;any indebtedness secured by this Mortgage or any deficiency that may result from any foreclosure sale pursuant hereto; and (e) fifthany remaining funds to Borrower or its successors or assigns, on a Pro Rata as their interests and Pari Passu Basis based on the outstanding principal balances of each Note Brights may appear. Any rents, to each Note B Holder in an amount equal to the principal payments receivedissues, if anydeposits, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata profits and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product avails of the Note A Percentage Interests multiplied Property received by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of Lender after any foreclosure sale or any liquidation the execution and delivery to Lender of a Mortgage Loan or deed in lieu of foreclosure for the Mortgaged Property exceed the amounts required to be applied in accordance with Paragraph 4.03, shall belong to Lender (or the foregoing clauses (a)-(h) andpurchaser at such foreclosure sale or the grantee in the deed in lieu of foreclosure, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount case may be) and Borrower shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus have no claim or interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesthereto.

Priority of Payments. Note B and On each Payment Date, the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B Collateral Agent shall at apply all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received funds in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, Collection Account (together with any proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (xfrom interest Rate ▇▇▇▇▇▇ and insurance policies) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at in accordance with the Monthly Report relating to such times as are set forth in the Servicing Agreement):Payment Date: (a) firstfor the account of the Borrower for the payment of any invoiced Administrative Costs of the Borrower for which the Borrower has provided copies of invoices to the Administrative Agent and the Collateral Agent; provided, on a Pro Rata that the aggregate amount of Administrative Costs paid to the Borrower under this clause (a) during any annual period shall not exceed the Annual Administrative Expense Cap; (b) to the Sales and Pari Passu BasisServicing Agent, the Sales and Servicing Fee; (c) to the Sales and Servicing Agent, as payment for Distribution Fees allocable to the Eligible Titles that are due and owing and which shall be paid by the Sales and Servicing Agent upon the receipt of funds from the Collection Account; (d) to the Sales and Servicing Agent, as payment for all Residuals and Participations allocable to the Eligible Titles that are due and owing and which shall be paid by the Sales and Servicing Agent upon the receipt of funds from the Collection Account; (e) to the Sales and Servicing Agent, as payment for all Distribution Costs allocable to the Eligible Titles that are due and owing and which shall be paid by the Sales and Servicing Agent upon the receipt of funds from the Collection Account; (f) to each Note A Holder in Lender, any accrued and unpaid interest on such Lender’s Loans and any accrued and unpaid Commitment Fee due to such Lender on such Payment Date; (g) to the Liquidity Reserve Account, an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments receivedLiquidity Reserve Shortfall, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighthto each Lender, so long as the Revolving Commitment Termination Date has not occurred, such Lender’s Outstanding Pro Rata and Pari PassuShare of any Borrowing Base Deficiency; otherwise, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product such Lender’s Outstanding Pro Rata Share of the Note B Percentage Interests multiplied by its Relative Spreadaggregate outstanding Loans; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reductionLenders, if any, of all other Obligations then due and payable to the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B RateLenders; (j) tenth, for the account of the Borrower for the payment of any invoiced Administrative Costs of the Borrower for which the Borrower has provided copies of invoices to the extent assumption or transfer fees actually paid by Administrative Agent and the Mortgage Loan Borrower are not required Collateral Agent and which remain unpaid after giving effect to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer clause (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsa) hereunder; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesBorrower’s Account.

Priority of Payments. Note B (a) Until the Collection Date, the ING Obligations are hereby, and the right of the Note B Holder shall continue to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be juniorbe, subject and subordinate in priority and payment to each Note the Obligations, as set forth under SECTION 6.11 of the Triple-A Purchase Agreement, PROVIDED, however, that Triple-A and the right Seller shall not amend SECTION 6.11 of the Note Triple-A Holder Purchase Agreement to receive payments change the priority of interestpayment of the ING Yield or other ING Obligations without the prior written consent of ING. Subject to the provisions set forth in SECTION 6.11 of the Triple-A Purchase Agreement, principal and other amounts no payment shall be made with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements Collections on account of recoveries the ING Obligations, and ING shall not take or receive any Collections, directly or indirectly, in respect of Advances then due and payable cash or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable other property or reimbursable to by setoff or in any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreementother manner, including, without limitation, to provide reimbursement for interest on from or by way of collateral, payment of all or any Advancesof the ING Obligations, to pay unless and until the Collection Date has occurred. Notwithstanding any Additional Servicing Expenses or to compensate a Servicer (provision in each case provided that such reimbursements or payments relate any other section of this ING Purchase Agreement to the Mortgage Loan)contrary, any such assumption ING hereby acknowledges and agrees that the Seller's payment obligations under this Agreement shall be without recourse to the Seller or transfer fees, the Purchased Assets except to the extent actually paid by the Mortgage Loan Borrower, shall of funds or other proceeds thereof which may be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied allocated for payment thereof in accordance with the foregoing clauses (a)-(j)provisions of SECTION 6.11 of the Triple-A Purchase Agreement, and shall be without recourse to Triple-A or any of its assets except to the extent of the proceeds of the Purchased Assets which may be so allocated as set forth above. Unless and until such funds or other proceeds are available to pay any such amount, any remaining amount ING Obligations shall not be paid pro rata payable until the earliest date on which proceedings of the type described in SECTION 5.01(c) could be initiated against the Seller pursuant to each Note such Section. (b) If ING shall receive any cash distributions in respect of any Collections in excess of what ING is entitled to pursuant to SECTION 6.11 of the Triple-A Holder Purchase Agreement, ING shall hold the same in trust, as trustee, for the benefit of Triple-A and shall promptly deliver the Note B Holder same to or at the direction of Triple-A in accordance with their respective initial Percentage Interestsprecisely the form received (except for the endorsement or assignment thereof by ING) without recourse or warranty. (c) Until ninety-one days after the Collection Date, ING hereby covenants and agrees that it will not take any Enforcement Action or, without the prior written consent of the Collateral Agent, otherwise acquiesce, petition or otherwise invoke or cause any other person to invoke the process of the United States of America, any state or other political subdivision thereof or any other jurisdiction, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case against the Seller, under the Bankruptcy Code or any state Bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Seller. All expenses ING hereby appoints the Collateral Agent as its agent, and losses relating grants to the Mortgage Loan Collateral Agent an irrevocable power of attorney coupled with an interest, and its proxy, for the Mortgaged Propertypurpose of exercising any and all rights and taking any and all actions available to ING in connection with any case by or against the Seller under the Bankruptcy Code, or any state bankruptcy, insolvency or similar law, including without limitation losses of principal and interestlimitation, Servicing Advancesthe right to vote to accept or reject a plan, advance interestto file a claim, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy courtto make any election under Section 1111(b) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed Bankruptcy Code with respect to the ING Receivable Interests and to file a motion to modify the automatic stay with respect to the Purchased Assets. (d) ING covenants and agrees that it will not institute against Triple-A, or join any other Person in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesinstituting against Triple-A, any Insolvency Proceeding under bankruptcy law or under any similar federal or state law.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, or Insurance Proceeds or and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of a Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, a Non-Lead Master Servicer or a Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Penalty Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal be paid to the principal payments receivedMaster Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to a Non-Lead Securitization Note, if anybe paid, with respect to such Monthly Payment Date with respect (x) prior to the Mortgage Loan, until securitization of such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Non-Lead Securitization Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to On each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly PaymentsSettlement Date, the Balloon Payment, Liquidation Proceeds, proceeds under Available Amounts (together with any guaranty, letter of credit or other collateral or instrument securing funds from the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Preferred Equity Account in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (yany Senior Shortfall Amount) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement“Priority of Payments”): (a1) firstto apply Interest Proceeds (and if Interest Proceeds are insufficient, any available Expense Reserve) to pay an amount equal to (i) Costs and Expenses and (ii) Fees incurred by Borrower and payable on such Settlement Date (“Senior Expense Amounts”); (2) to apply Interest Proceeds to pay each outstanding Matured Operating Loan (together with accrued interest on the amount prepaid, as calculated by Lender) on a Pro Rata “first in, first out” basis depending on the borrowing date of such Matured Operating Loan; (3) to apply Interest Proceeds to pay or prepay outstanding FRBNY Loans in whole or in part on a “first in, first out” basis depending on the borrowing date of such FRBNY Loan but applying first to Matured FRBNY Loans (and Pari Passu Basisafter that, to each Note A Holder prepay other outstanding FRBNY Loans) that will not otherwise be redeemed on such Settlement Date in clause (6) below in an amount equal to the Non-Performing Principal Amount determined by the Borrower for the prior Settlement Period plus accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Ratethereon; (b4) second, to apply Interest Proceeds to pay any Matured FRBNY Loans in whole or in part (that will not otherwise be redeemed on a Pro Rata such Settlement Date in clause (6) below) and Pari Passu Basis based on not otherwise paid under clause (3) above (together with accrued interest thereon); (5) to apply Interest Proceeds to the outstanding principal balances of each Note A, to each Note A Holder Preferred Equity Account in an amount equal to any previously unreimbursed drawing from the principal payments received, if any, with respect Preferred Equity Account to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zerosatisfy a Senior Shortfall Amount on any prior Settlement Date; (c6) thirdto apply the sum of (i) Principal Proceeds plus (ii) the Available Interest Proceeds Component to pay or prepay outstanding FRBNY Loans in whole or in part (together with accrued interest thereon), on a Pro Rata and Pari Passu Basis“first in, to each Note A Holder up to first out” basis depending on the amount borrowing date of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage FRBNY Loan pursuant to this Agreement or the Servicing Agreementuntil all outstanding FRBNY Loans have been repaid in full; (d7) fourth, on a Pro Rata and Pari Passu Basis, to apply Interest Proceeds to prepay each Note B Holder outstanding Operating Loan in an amount equal to the whole or in part (together with accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumthereon), to the extent not already paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied prepaid in accordance with the foregoing clauses clause (a)-(h2) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsabove; and (k8) all remaining funds (including any Principal Proceeds not applied in clause (6) eleventhabove) (i) on any Settlement Date that occurs prior to the date on which all Loans have been repaid in full (such date, if any excess amount is available the “Final Repayment Date”), to be distributed retained in respect of the Mortgage LoanInvestment Account at the Custodian (A) first, to fund the Expense Reserve and not otherwise (B) second, as Interest Proceeds to be applied in accordance with on subsequent Settlement Dates and (ii) on the foregoing clauses (a)-(j)first Settlement Date that occurs after the Final Repayment Date, any remaining amount shall to be paid pro rata released from the Investment Account for distribution to each Note A Holder Lender and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to United States Department of Treasury as members of Borrower under the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesLLC Agreement.

Priority of Payments. Note B (a) Notwithstanding the terms of the Junior Notes Documents, except as provided in Section 3.1(b), (i) Holdings and each Pledgor hereby agrees that it shall not make and the right of the Note B Holder to receive payments of interest, principal and other amounts Junior Notes Trustee hereby agrees that it will not accept any payment or distribution with respect to such Note B the Junior Notes, including any payment or distribution received through the exercise of any right of setoff, counterclaim or crossclaim, until the Discharge of ISDA Obligations and (ii) the Junior Notes may not be purchased or redeemed (mandatorily or optionally) by Holdings or any Pledgor and Holdings shall at all times be junior, subject and subordinate to each Note A not make a Change of Control Offer or a Net Proceeds Offer (and the right Junior Indenture shall so provide) and the Junior Notes Trustee and the Holders of Junior Notes shall not accept a Change of Control Offer or a Net Proceeds Offer, until the Discharge of ISDA Obligations. (b) Notwithstanding anything in Section 3.1(a) to the contrary, Holdings may make to the Junior Notes Trustee and the Junior Notes Trustee may accept (1) any scheduled payments in respect of interest on the Junior Notes on a non-accelerated basis, (2) any payment of a Tax Gross-Up Amount on a non-accelerated basis, (3) if the maturity of any of the Note A Holder to receive payments ISDA Obligations is extended past the maturity date of interest, principal and other amounts the Junior Notes with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or agreement of the Holders of such ISDA Obligations (whether in connection with any repayment, refinancing or restructuring of such ISDA Obligations or otherwise), any scheduled payments in respect of principal on the Mortgage Loan Junior Notes and (4) any voluntary prepayment of principal of or interest on the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under Junior Notes and any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied related Tax Gross-Up Amount to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower extent such voluntary prepayment is permitted under this Agreement, all in accordance with the terms of the Mortgage Loan Junior Notes Documents, subject to the following limitations: (i) If the Facility Agent gives written notice to the Junior Notes Trustee and Holdings that an ISDA Default has occurred and is continuing (other than an ISDA Default that results solely from a failure by Holdings to timely make any payment described in the preceding clause (3) of this Section 3.1(b)), no payment or distribution on the Junior Notes shall be made by Holdings (or any Pledgor) or accepted by the Junior Notes Trustee on the Junior Notes for a period of time commencing upon delivery by the Facility Agent to Holdings and the Junior Notes Trustee of written notice stating that an ISDA Default exists or would be created by the making of such payment and continuing until the date on which all ISDA Defaults have been cured or waived; provided, however, that interest payments and Tax Gross-Up Amounts may be made only on a non-accelerated basis out of, and to the extent permitted by of, the REMIC Provisions)Escrow Amount in the Escrow Account; and (ii) Upon written notice from the Facility Agent of the cure or waiver of any ISDA Default, but excluding Holdings may make, and the Junior Notes Trustee may receive, any payments of the Junior Notes (xon a non-accelerated basis) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, if any, such payment would be permitted under this Section 3.1. (c) No ISDA Default shall be deemed to have been waived for purposes of this Section 3.1 unless and until Holdings and the applicable Pledgors party to the Master ISDAs shall have received a written waiver in accordance with the terms of Master ISDAs from the Mortgage Loan DocumentsFacility Agent. (d) to Notwithstanding this Section 3.1, the Junior Notes Obligations shall be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable in accordance with the Junior Notes Documents (including upon the maturity of the Junior Notes) and the failure of Holdings to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to make any Servicer, Certificate Administrator or Trustee payment with respect to the Mortgage Loan pursuant to Junior Notes by reason of the Servicing Agreement, operation of this Section 3.1 shall not be applied by construed as preventing the Note A Holder (occurrence of a default or its designee) and distributed by event of default under the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate;Junior Notes Documents. (e) fifthThe Pledgors shall not undertake, on a Pro Rata and Pari Passu Basis based the Junior Notes Trustee shall not seek, any guarantee of the Junior Notes or the Junior Indenture other than the guarantees thereof in existence on the outstanding principal balances date of each Note Bthis Agreement, to each Note B Holder in an amount equal provided that, subject to the principal payments receivedJunior Indenture, if anyall Subsidiaries of Holdings that at any time guarantee the ISDA Obligations will also guarantee the Junior Notes, with respect to such Monthly Payment Date with respect subject to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero;subordination and standstill terms set out herein. (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to To the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product there is any conflict between this Section 3.1 and any other section of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing this Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, provisions of this Section 3.1 shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesgovern.

Priority of Payments. The B Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each of the B Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each of the B Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hviii) eighth, Pro Rata to pay default interest and Pari Passu, any Prepayment Premium, to the extent paid by late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. The B Note B and the right of the related holder to receive payments of interest, principal and other amounts with respect to the B Note B Holder shall at all times be junior, subject and subordinate to each A Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be juniorA Note, subject and subordinate to in each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A case as set forth herein. further described below.All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than and net of (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator Administrator, Trustee or Trustee Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance for each Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hviii) eighth, Pro Rata to pay default interest and Pari Passu, any Prepayment Premium, to the extent paid by late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note B The Master Servicer shall apply, or by written instruction to the Trustee shall cause the Trustee to apply on each Payment Date Available Funds for that Payment Date on deposit in the Collection Account to make the following payments and in the following order of priority: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of the reasonable expenses of the Trustee under each of the Facility Documents to which the Trustee is a party, provided that such expenses relate to Series 2002-1; in the event of a Servicer Default and the right replacement of the Note B Holder Master Servicer with the Trustee or a Successor Master Servicer, the actual costs and expenses of replacing the Master Servicer shall be permitted expenses of the Trustee; provided that such costs and expenses relate to receive payments Series 2002-1; SECOND, if the Master Servicer is not Fairfield Acceptance Corporation-Nevada or an affiliate of interestCendant, principal to the Master Servicer, in payment of the Monthly Master Servicer Fee and, whether or not Fairfield Acceptance Corporation-Nevada or another affiliate of Cendant is then the Master Servicer, to the Master Servicer in reimbursement of any unreimbursed Master Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement, Net Hedge Payments; FOURTH, to each Noteholder, the Notes Interest for the current Payment Date and other amounts with respect NPA Costs payable to such Note B shall at Noteholder to the extent due and payable and not included in the Monthly Interest and any Overdue Interest from prior periods (and interest thereon); FIFTH, if the Master Servicer is Fairfield Acceptance Corporation-Nevada or another affiliate of Cendant, to the Master Servicer, the Monthly Servicing Fee; SIXTH, to the Noteholders, the Monthly Principal for such Payment Date, as described in Section 6.02; SEVENTH, if the amount on deposit in the Reserve Account is less than the Required Reserve Amount, to the Reserve Account, all times be juniorremaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interestduring a Liquidity Reduction Amortization Period, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by to which a Liquidity Reduction Event has occurred the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with lesser of (i) the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form aggregate outstanding principal amount of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds such Note and (other than proceeds, awards or settlements to be applied to the restoration or repair ii) such Notes' pro rata share of the Mortgaged Property or released to remaining Available Funds; for such purposes the Mortgage Loan Borrower in accordance with pro rata share shall be determined on the terms basis of the Mortgage Loan Documentsoutstanding principal amounts of such Notes as of the dates their respective Liquidity Reduction Amortization Period commenced and the sum of the Notes Principal Amount of all Notes then in a Liquidity Reduction Amortization Period calculated as of the dates their respective Liquidity Reduction Amortization Periods commenced; and FINALLY, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j)Issuer, any remaining amount shall be paid pro rata to each Note A Holder amounts free and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance clear of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts lien of interest and principal have otherwise been paid in full on all the Notesthis Supplement.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other The Agent shall (i) on each Interest Payment Date pay all amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered received by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower it in accordance with the terms of the Mortgage Loan Documents, to the extent permitted Clause 8.2 and (ii) on any Business Day pay Cash Management Account Receipts received by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, it in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made where necessary, prior to such payment, exchange the same into to the appropriate currency at such times as are set forth in the Servicing AgreementAgent’s Spot Rate of Exchange on the date of payment): (a) firstPrincipal Receipts shall be paid, on following receipt by the Agent of a Pro Rata and Pari Passu Basiscopy of a demand for payment of taxes from a German Finanzamt to the Borrower, to each Note A Holder that German Finanzamt in an amount equal to satisfaction of the accrued and unpaid interest on German tax liability of the Note Principal Balance for each A Note at the Net Note A RateBorrower set out in such demand; (b) secondRevenue Receipts shall be paid, on a Pro Rata and Pari Passu Basis based on pro rata to the outstanding principal balances of each Note Arelevant amounts due, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zeroAccrued Interest and Accrued Fees; (c) thirdprovided that relevant Lender does not determine that such Principal Receipts were applied in accordance with paragraph (a) above, on a Pro Rata and Pari Passu Basis, to each Note A Holder up the Agent shall pay Principal Receipts to the Lenders (in the amount of any unreimbursed costs required for application by the Lenders in accordance with this paragraph) and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect the Lenders apply the same to the Mortgage Asset Specific Loan pursuant Balance of the Loan relating to this Agreement or the Servicing AgreementAsset from which such Principal Receipts were paid; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal the Agent shall pay Receipts remaining after any application pursuant to the accrued paragraphs above to the Lenders (in the amount required for application by the Lenders in accordance with this paragraph) and unpaid interest on the Note Principal Lenders shall apply the same to such Asset Specific Loan Balance for each Note B at or Asset Specific Loan Balances selected by the Net Note B RateLenders in such amounts determined by the Lenders; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal Agent shall pay Cash Management Account Receipts to the principal payments received, if any, Lenders (in the amount required for application by the Lenders in accordance with respect this paragraph) and the Lenders shall apply the same to such Monthly Payment Date with respect to Asset Specific Loan Balance or Asset Specific Loan Balances selected by the Mortgage Loan, until Lenders in such Note Principal Balance for each Note B has been reduced to zeroamounts determined by the Lenders; (f) sixthon and after the date on which no Loan remains outstanding, on a Pro Rata and Pari Passu Basis, to each Note B Holder up the Agent shall pay all amounts remaining after any application pursuant to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect paragraphs above to the Mortgage Loan pursuant Lenders (in the amount required for application by the Lenders in accordance with this paragraph) and the Lenders shall apply the same to this Agreement or the Servicing AgreementFirst Deferred Restructuring Fee; (g) seventhon and after the date on which no Loan remains outstanding, on a Pro Rata and Pari Passu Basis, the Agent shall pay all amounts remaining after any Prepayment Premium, application pursuant to the extent paid paragraphs above to the Lenders (in the amount required for application by the Mortgage Loan Borrower, Lenders in accordance with this paragraph) and the Lenders shall be paid apply the same to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative SpreadSecond Deferred Restructuring Fee; (h) eighthafter the date on which no Deferred Restructuring Fee remains outstanding, Pro Rata and Pari Passu, the Agent shall pay any Prepayment Premium, balance to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesCash Management Account.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5, as applicable, and (ii) any servicing fees due to the Master Servicer in excess of the related Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the primary servicing fee rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to each Note A Holder Penalty Charges (as defined in an amount equal the Lead Securitization Servicing Agreement) paid shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage LoanLoan (as specified in the Lead Securitization Servicing Agreement) and finally, until (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Note Principal Balance for each A 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. Any proceeds received from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Note has been reduced to zero; (c) third, Holders on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced . Any proceeds received by any Servicer on its behalf and not previously paid or reimbursed) Note Holder from the sale of master servicing rights with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each its Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to for its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesown account.

Priority of Payments. The B Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator Administrator, Trustee or Trustee Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to any Non-Lead Securitization Servicing Agreement, ) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the all principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for each A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each of the B Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each of the B Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, to each Note then the B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing AgreementNote; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hviii) eighth, Pro Rata to pay default interest and Pari Passu, any Prepayment Premium, to the extent paid by late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kix) eleventhninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(x), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note The B Notes and the right rights of the Note B Holder Holders to receive payments of interest, principal and other amounts with respect to such B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder Holders to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions)Proceeds, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementExcluded Amounts, shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note AA Note, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanLoan and allocated to each A Note pursuant to the Mortgage Loan Agreement, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a) through (c) and, as a result of a workout the Note Principal Balance for each Note A has been reduced, such excess amount shall be paid to each Note A Holder in an amount up to the reduction, if any, of the Note Principal Balance for each A Note as a result of such workout, plus interest on such amount at the related Note Rate; (e) fifth, on a Pro Rata and Pari Passu Basis, any Yield Maintenance Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to such Note’s pro rata interest therein as calculated under the Mortgage Loan Agreement; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each B Note B at the Net Note B Rate; (eg) fifthseventh, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note BB Note, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanLoan and allocated to each B Note pursuant to the Mortgage Loan Agreement, until such Note Principal Balance for each B Note B has been reduced to zero; (fh) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventheighth, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Yield Maintenance Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its such Note’s pro rata interest therein, based on therein as calculated under the product of the Note B Percentage Interests multiplied by its Relative SpreadMortgage Loan Agreement; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ha) through (h) and, as a result of a Workout workout the Note Principal Balance of such for each Note B has been reduced, such excess amount shall be paid to such the Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such for each B Note B as a result of such Workoutworkout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ja) through (j), any remaining amount shall be paid pro rata to each Note A Holder and the each Note B Holder in accordance with their respective initial Percentage Interests. All payments of principal in respect of each Note shall be applied to the corresponding Note Components of such Note in accordance with the terms of the Mortgage Loan Agreement in Component Sequential Order. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Property Protection Advances, advance interestinterest on such Advances, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, in respect of each Note, shall be allocated to the Notes in Reverse Sequential Order and to the corresponding Note Components in Component Reverse Sequential Order; provided, however, that all P&I Advances will be reimbursed pro rata and pari passu among the Notes without regard to the subordination of each B Note as set forth herein. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan (and correspondingly any Note) shall be reimbursed to the Notes in Sequential Order and to the corresponding Note Components of such Note in Component Sequential Order after all amounts of interest and principal have otherwise been paid in full on all such Note. Penalty Charges paid in respect of the NotesMortgage Loan shall be used (i) to the extent set forth in the Lead Securitization Servicing Agreement, (a) to pay the parties to any Securitization for any Advances and any interest accrued thereon, and (b) to pay certain other expenses (including Special Servicing Fees, unpaid Work-out Fees and Liquidation Fees) incurred with respect to the Mortgage Loan and (ii) (a) in the case of the remaining amount of Penalty Charges allocable to any Lead Securitization Note, to pay 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, the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Note B On each Business Day, subject to the terms and the right conditions of the Note B Holder to receive payments Current Spread Distribution Account Control Agreement, Seller (or, after the delivery of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan an access termination notice pursuant to the Servicing Current Spread Distribution Account Control Agreement, Purchaser) shall be applied by direct the Note A Holder (or its designee) and distributed by Bank to apply the Servicer for payment monies in the Third Party Controlled Current Spread Distribution Account in the following order of priority without duplication (and payments shall be made at such times as are set forth the “Priority of Payments”), in every case, after giving effect to each prior item in the Servicing Agreement):Priority of Payments on such Distribution Date: (a) first, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note A Holder in an amount equal pay to the accrued and unpaid interest on parties necessary to cure the Note Principal Balance for each A Note at failure of the Net Note A Rateissuer to make a required remittance to security holders then-outstanding under the ▇▇▇▇▇▇ ▇▇▇ Contract; (b) second, on a Pro Rata from amounts in the Third Party Controlled Current Spread Distribution Account attributable to MSR Successor Proceeds, pro rata, (A) the Current Excess Servicing Spread Percentage of such MSR Successor Proceeds to Purchaser, and Pari Passu Basis based on (B) the outstanding principal balances Retained Servicing Spread Percentage of each Note such MSR Successor Proceeds to Seller; provided, that (I) prior to the distribution to Purchaser of any MSR Successor Proceeds pursuant to clause (A), such MSR Successor Proceeds shall be applied first, to each Note A Holder in an amount equal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and second, to the principal payment of any indemnity payments receivedthen due and payable to a Seller Indemnitee pursuant to Section 11.02, if any, with respect to such Monthly Payment Date with respect and (II) prior to the Mortgage Loandistribution to Seller of any MSR Successor Proceeds pursuant to clause (B), until such Note Principal Balance MSR Successor Proceeds shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for each A Note has been reduced deposit to zero;the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount. (c) third, on any Business Day from and including the first Business Day of a Pro Rata and Pari Passu Basiscalendar month to but excluding the Distribution Date in such calendar month, to each Note A Holder up to at the amount option of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loan pursuant Loans to this Agreement or the Servicing AgreementSeller; (d) fourth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder the extent not previously paid to Seller in an amount equal to the accordance with Section 3.04(c), any accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B RateBase Servicing Fee to Seller; (e) fifth, on a Pro Rata each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of MSR Successor Proceeds paid pursuant to Section 3.04(a)); and Pari Passu Basis based on (B) to Seller, any Retained Servicing Spread for the outstanding principal balances prior Collection Period (other than the portion thereof consisting of each Note BMSR Successor Proceeds paid pursuant to Section 3.04(a)); provided, that (I) prior to the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to each Note B Holder in an amount equal the Agency Reserve Account for the payment of the Reserve Account Deposit Amount, second, to the principal payments receivedpayment to Seller of any Purchaser Enforcement Expenses then due and payable and third, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loanpayment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, until such Note Principal Balance and (II) prior to the distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for each Note B has been reduced deposit to zero;the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and (f) sixth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu BasisSeller, any Prepayment Premium, other amounts remaining on deposit in the Third Party Controlled Current Spread Distribution Account. All payments to the extent paid by the Mortgage Loan Borrower, Purchaser or Seller shall be paid made by wire transfer of immediately available federal funds to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied account designated by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale Purchaser or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) andSeller, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesapplicable.

Priority of Payments. Note B and (a) In accordance with the right Indenture, on each Payment Date, the Trustee (or the Paying Agent on behalf of the Note B Holder to receive payments Trustee) shall segregate monies in the Collateral Proceeds Account into the Class One CP Subaccount, in the case of interest, principal and other amounts funds received with respect to such Note B shall at all times be juniorthe Class One Mortgage Loans, subject and subordinate to each Note A and the right Class Two CP Subaccount, in the case of the Note A Holder to receive payments of interest, principal and other amounts funds received with respect to each Note A as set forth herein. All amounts tendered by the Class Two Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentLoans, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied statement furnished by the Note A Holder (or its designee) Master Servicer and distributed by the Servicer shall distribute such funds for payment each Mortgage Pool in the following order of priority without duplication manner: (and payments shall i) funds in each CP Subaccount will be made at such times as are set forth applied in the Servicing Agreement):following order: (aA) firstto the related Class A Bonds, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and Accrued Interest on such Bonds or Amount for such Payment Date (plus any interest for such Bonds or Amount remaining unpaid interest on the Note Principal Balance for each A Note at the Net Note A Ratefrom any previous Payment Date); (bB) secondto the related Class A Bonds, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the related Bond Principal Amount, to be applied to reduce the outstanding principal payments receivedbalance thereof, until the related Class A Bonds have been paid in full; (C) if the amount in such CP Subaccount is in excess of the amounts necessary to distribute in full the amounts described in clauses (A) and (B) above and the amount in the CP Subaccount relating to the other Mortgage Pool is less than the amount required to distribute in full the amounts described in clauses (A) through (B) above for the Class A Bonds and relating to such other Mortgage Pool, then such excess amount will be applied to such other Mortgage Pool to reduce such insufficiency, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (cD) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the related Class B Bonds, an amount of equal to Accrued Interest on such Class B Bonds for such Payment Date (plus any unreimbursed costs and expenses paid by interest for such Note A Holder including Class B Bonds remaining unpaid from any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreementprevious Payment Date); (dE) fourth, on a Pro Rata and Pari Passu Basisprovided that the outstanding principal balance of the related Class A Bonds has been paid in full, to each Note the related Class B Holder in Bonds, an amount equal to the accrued and unpaid interest on related Bond Principal Amount, to be applied to reduce the Note Principal Balance for each Note outstanding principal balance thereof, until the related Class B at the Net Note B RateBonds have been paid in full; (eF) fifth, on a Pro Rata if the amount in such CP Subaccount is in excess of the amounts necessary to distribute in full the amounts described in paragraphs (D) and Pari Passu Basis based on (E) above and the outstanding principal balances of each Note B, to each Note B Holder amount in an amount equal the CP Subaccount relating to the principal payments receivedother Mortgage Pool is less than the amount required to distribute in full the amounts described in clauses (D) and (E) above for the Class B Bonds relating to such other Mortgage Pool, then such excess amount will be applied to such other Mortgage Pool to reduce such insufficiency, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero;; 100 (fG) sixth, on To the extent amounts have been diverted into a Pro Rata and Pari Passu Basis, CP Subaccount from another CP Subaccount pursuant to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder clauses (C) or paid or advanced by any Servicer on its behalf (F) above and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventhreimbursed previously, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumequivalent amounts, to the extent paid by the Mortgage Loan Borrowerof available funds, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on diverted from the product of CP Subaccount so increased into the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to CP Subaccount from which the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsfunds were taken; and (kii) eleventh, if any excess amount is available to principal and interest amounts on the Mortgage Loans remaining in each CP Subaccount shall be distributed deposited in respect the Surplus Account and released from the lien of the Mortgage Loan, Indenture and not otherwise applied paid to the Depositor or such Person as the Depositor shall designate in accordance with Section 13.05 of the foregoing clauses Indenture. (a)-(j)b) In the event that a Subordinated Trustee is appointed pursuant to Section 11 hereof, any remaining amount shall be paid pro rata on each Payment Date after the payment of the Class A Bonds related to each Note A Holder and the Note B Holder Mortgage Pool in accordance with their respective initial Percentage Interests. All expenses and losses relating subsections (a)(i)(A) through (a)(i)(C) of this Section 7, all amounts remaining in a CP Subaccount as specified in the statement furnished by the Master Servicer shall be transferred by the Trustee to the Mortgage Loan Subordinated Trustee for deposit into a Subordinated Account for such Class established by the Subordinated Trustee for payment in accordance with (a)(i)(D) through (a)(i)(G) and the Mortgaged Property, including without limitation losses (a)(ii). (c) All distributions or allocations made with respect to each Class of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, Bonds on each Payment Date shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce pro rata among the principal balance Outstanding Bonds of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notessuch Class.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to (a) On each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered Distribution Date (by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsnot later than 11:00 a.m. New York City time), the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements Paying Agent is to be applied disburse amounts transferred to the restoration or repair of Distribution Account from the Mortgaged Property or released Collection Account pursuant to the Mortgage Loan Borrower Section 3.2 in accordance with the priorities set forth in Section 5.1(b) (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Cash Flow and Distribution Reports delivered pursuant to Section 11.3. Notwithstanding anything in this Agreement to the contrary, however, the Paying Agent is to take disbursement instructions from the Initial Member with respect to the distributions payable to the Private Owner or the Manager, as applicable, pursuant to such Priority of Payments (including any of clauses (iii), (iv) or (x) of Section 5.1(b)) upon the delivery of written notice substantially in the form attached to this Agreement as Exhibit R (a “PO/Manager Distribution Instruction”) from the Initial Member to the Paying Agent providing that such distributions should instead be paid to (or at the direction of) the Initial Member (as further indicated in such PO/Manager Distribution Instruction) pursuant to the terms of (and exercise by the Mortgage Loan DocumentsInitial Member of remedies under) the LLC Operating Agreement (in connection with a Default or Event of Default thereunder), to the Paying Agent providing that such distributions should be suspended, withheld or otherwise remitted for payment of (or to be held as security for) Private Owner Obligations pursuant to the terms of (or exercise of remedies under) the LLC Operating Agreement or the Insurance Schedule (it being understood that the foregoing provisions of this sentence will not apply absent delivery of such PO/Manager Distribution Instruction). The instructions pursuant to any such PO/Manager Distribution Instruction will remain in effect (subject to any express provisions thereof or further PO/Manager Distribution Instruction superseding the same) unless and until the Initial Member delivers a notice to the Paying Agent substantially in the form attached to this Agreement as Exhibit S (a “PO/Manager Distribution Reinstatement Notice”) with applicable instructions permitting reinstatement of such distributions to the Private Owner and the Manager, as applicable, in which case the Paying Agent will so reinstate such distributions to the Private Owner and the Manager, as applicable (including as to any previously suspended or withheld distributions not otherwise remitted pursuant to applicable instructions from the Initial Member), to the extent permitted by provided in such PO/Manager Distribution Reinstatement Notice (and the REMIC ProvisionsInitial Member agrees that, following the cure (to its satisfaction) of all applicable Defaults or Events of Default under the LLC Operating Agreement (or other circumstances) that resulted in delivery of the applicable PO/Manager Distribution Instruction and satisfaction of any other express conditions with respect thereto (and so long as no other applicable Default or Event of Default under the LLC Operating Agreement has occurred and is continuing), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (it is to issue to the extentPaying Agent an applicable PO/Manager Distribution Reinstatement Notice so permitting such reinstatement). For avoidance of doubt, in no event will delivery of any such PO/Manager Distribution Instruction reduce or delay any applicable distributions to the Initial Member, and the Paying Agent is to continue to make applicable distributions to the Initial Member of its allocable portion of Distributable Cash on each Distribution Date in accordance with the terms applicable provisions in Section 5.1(b) and the applicable Cash Flow and Distribution Reports. The Initial Member is to deliver a copy of any such PO/Manager Distribution Instruction or PO/Manager Distribution Reinstatement Notice to each of the Mortgage Loan DocumentsCompany, the Manager and the Private Owner concurrently with or following delivery of such PO/Manager Distribution Instruction to the Paying Agent; and the Company (or, if applicable pursuant to Section 11.3, the Initial Member) is to cause the same to be held duly reflected in each applicable Cash Flow and Distribution Report (commencing with the Distribution Date following delivery of such PO/Manager Distribution Instruction or PO/Manager Distribution Reinstatement Notice, as reserves the case may be), it being understood that the Paying Agent is to comply with any applicable PO/Manager Distribution Instruction or escrows PO/Manager Distribution Reinstatement Notice delivered to the Paying Agent notwithstanding the failure of the Company to cause the same to be reflected in any such Cash Flow and Distribution Report. For purposes of any determinations with respect to amounts payable to the Private Owner or received the Manager under the Transaction Documents (including any accrual of interest), (I) amounts otherwise payable to the Private Owner or the Manager that are suspended, withheld or remitted pursuant to any PO/Manager Distribution Instruction will be deemed to have been paid to the Private Owner or the Manager, as reimbursements applicable, on such date the same would have been paid but for application of such PO/Manager Distribution Instruction, and (II) any amounts paid to the Private Owner or the Manager on account of recoveries any suspended or withheld distributions (but not future distributions) in respect of Advances then due and connection with any PO/Manager Distribution Reinstatement Notice are to be disregarded. Any amounts (otherwise payable or reimbursable to the Servicer under Private Owner, including as the Servicing Agreement and (yManager) all amounts that are then due, payable or reimbursable held by the Paying Agent pursuant to any ServicerPO/Manager Distribution Instruction will remain part of the Secured Assets, Certificate Administrator or Trustee and, for purposes of the security interest granted by the Private Owner in such Secured Assets, the Paying Agent is to hold (and agrees to so hold) such amounts for the benefit of, and as collateral agent for, the Initial Member and the other Indemnified Parties, at all times subject to any instructions from the Initial Member as may be included in a separate PO/Manager Distribution Instruction with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesfurther disposition thereof.

Priority of Payments. Note B (a) On each Business Day prior to the Facility Termination Date, Collections received and not previously applied pursuant to this Section 2.12(a) shall first be paid to the right Administrative Agent’s Account and applied by the Administrative Agent to reduce the Outstanding Borrowings, to the extent then Outstanding Borrowings exceed the Maximum Advance Amount, determined as at the most recent Settlement Date. Any remaining Collections received prior to the Facility Termination Date shall be available to the Borrower to be provisionally paid for the account of the Note B Holder to receive payments applicable Sellers on account of interest, principal and other amounts with respect the Purchase Price due from the Borrower to such Note B shall at all times be juniorSellers pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject and subordinate to each Note A and the right any obligation of the Note A Holder Sellers to receive payments refund any Excess Payments as provided in such Section. (b) On each Settlement Date prior to the Facility Termination Date, (x) all Collections not previously applied pursuant to Section 2.12(a), if any (it being understood that on a Settlement Date, Section 2.12(a) shall be applied before Section 2.12(b)), any Excess Payments paid by a Seller pursuant to Section 2.02(g) of interest, principal the Purchase and other amounts with respect Sale Agreement and any repayments of Intramonth Loans pursuant to each Note A as set forth herein. All amounts tendered Section 2.12(e) hereof shall be transferred by the Mortgage Loan Borrower Master Servicer (or otherwise available for payment a Subservicer on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied its behalf) to the restoration or repair of Concentration Account, and (y) the Mortgaged Property or released Borrower shall pay to the Mortgage Loan Borrower following Persons, from the Concentration Account, to the extent of available funds the following amounts and in accordance with the terms of the Mortgage Loan Documentsrelevant Monthly Report, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority priority: (i) FIRST, to NZGT for its own account, (A) an amount equal to the accrued and unpaid Trustee Fee, if any, for the payment thereof, and (B) any payments to which it may be entitled from the Assets of the Trust in respect of rights of indemnification or reimbursement under the Trust Deed or under the NZ Trustee Act (or under any successor act) or other applicable law; (ii) SECOND, to NZGT, payment of any taxes due and owing, or to be provided for, by NZGT (including, without duplication (and payments shall be made at such times as are set forth limitation, any taxes payable by NZGT in respect of any amount distributed to or vested in the Servicing Agreement):Beneficiary); (aiii) firstTHIRD, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, (A) to each Lender, in an amount equal to any accrued and unpaid Interest, Unused Fees and any Additional Amount related to any NZ NRWT required to be deducted or withheld, owed to such Lender for such Settlement Date, and (B) to the Administrative Agent for its own account, an amount equal to any Administrative Agent Fee for such Settlement Date (together with any unpaid Administrative Agent Fees for any prior Settlement Date); (iv) FOURTH, on a Pro Rata pro rata and Pari Passu Basispari passu basis (A) if the Master Servicer is not an Affiliate of any Reyn▇▇▇▇ ▇▇▇ty, to each Note A Holder the Master Servicer in an amount equal to the accrued and unpaid interest on Master Servicing Fees for the Note Principal Balance for each A Note at payment thereof and (B) if the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances NZ Manager is not an Affiliate of each Note Aany Reyn▇▇▇▇ ▇▇▇ty, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder NZ Manager in an amount equal to the accrued and unpaid interest on NZ Manager Fees for the Note Principal Balance for each Note B at the Net Note B Ratepayment thereof; (ev) fifthFIFTH, if the Outstanding Borrowings exceed the Maximum Advance Amount determined for such Settlement Date, to the Administrative Agent’s Account, for distribution by the Administrative Agent on a Pro Rata pro rata and Pari Passu Basis based pari passu basis to each Lender, to reduce the Outstanding Borrowings to the extent necessary to cause them to be less than or equal to such Maximum Advance Amount; (vi) SIXTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis of any other amounts then due and payable to the outstanding Secured Parties; (vii) SEVENTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent to reduce the Outstanding Borrowings to give effect to any optional principal balances repayment elected to be made by the Borrower pursuant to Section 2.02 of each Note Bthis Agreement; (viii) EIGHTH, to each Note B Holder of the Master Servicer and the NZ Manager that is an Affiliate of a Reyn▇▇▇▇ ▇▇▇ty, in an amount equal to the principal payments receivedaccrued and unpaid Master Servicing Fees and NZ Manager Fees, as applicable, for the payment thereof; (ix) NINTH, to the Master Servicer, for the account of the applicable Sellers, to pay the Unpaid Balance owed to such Seller for the Monthly Period corresponding to such Settlement Date in accordance with the Purchase and Sale Agreement; and (x) TENTH, to the Borrower or as the Borrower may direct. (c) On each Business Day on or after the Facility Termination Date, Collections not previously transferred to the Concentration Account, any Excess Payments paid by a Seller pursuant to Section 2.02(g) of the Purchase and Sale Agreement and any repayments of Intramonth Loans pursuant to Section 2.12(e) hereof shall be transferred by the Borrower or, if a Termination Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Collection Accounts, by the Administrative Agent, for the account of the Borrower to the Concentration Account. On each Settlement Date on or after the Facility Termination Date, the Borrower or, if a Termination Event has occurred and is continuing and the Administrative Agent has exercised its rights to take control of the Concentration Account, the Administrative Agent, shall pay to the following Persons, from the Concentration Account, to the extent of available funds, the following amounts and in accordance with the relevant Monthly Report, in the following order of priority: (i) FIRST, to NZGT for its own account, (A) an amount equal to the accrued and unpaid Trustee Fee, if any, with for the payment thereof, and (B) any payments to which it may be entitled from the Assets of the Trust in respect to such Monthly Payment Date with respect to of rights of indemnification or reimbursement under the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zeroTrust Deed or under the NZ Trustee Act (or under any successor act) or other applicable law; (fii) sixth, on a Pro Rata and Pari Passu BasisSECOND, to each Note B Holder up to the amount NZGT, payment of any unreimbursed costs taxes due and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (owing, or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses provided for, by NZGT (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, any taxes payable by NZGT in respect of any amount distributed to provide reimbursement for interest on any Advancesor vested in the Beneficiary); (iii) THIRD, to pay the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, (A) to each Lender, in an amount equal to any accrued and unpaid Interest, Unused Fees and any Additional Servicing Expenses Amount related to any NZ NRWT required to be deducted or withheld, owed to compensate a Servicer such Lender for such Settlement Date and (in each case provided that such reimbursements or payments relate B) to the Mortgage LoanAdministrative Agent for its own account an amount equal to any Administrative Agent Fee for such Settlement Date (together with any unpaid Administrative Agent Fees for any prior Settlement Date); (iv) FOURTH, on a pro rata and pari passu basis (A) if the Master Servicer is not an Affiliate of any such assumption Reyn▇▇▇▇ ▇▇▇ty, to the Master Servicer in an amount equal to the accrued and unpaid Master Servicing Fees for the payment thereof and (B) if the NZ Manager is not an Affiliate of any Reyn▇▇▇▇ ▇▇▇ty, to the NZ Manager in an amount equal to the accrued and unpaid NZ Manager Fees for the payment thereof; (v) FIFTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis, to each Lender, in an amount equal to the Outstanding Borrowings, to repay the same; (vi) SIXTH, to the Administrative Agent’s Account, for distribution by the Administrative Agent for payment on a pro rata and pari passu basis of any other amounts then due and payable to the Secured Parties; (vii) SEVENTH, to each of the Master Servicer and the NZ Manager that is an Affiliate of a Reyn▇▇▇▇ ▇▇▇ty, in an amount equal to the accrued and unpaid Master Servicing Fees and NZ Manager Fees, as applicable, for the payment thereof; and (viii) EIGHTH, to the Borrower or transfer feesas the Borrower may direct. (d) Neither the Borrower, NZ Manager nor the Master Servicer on its behalf shall have any right to withdraw any amount on deposit in the Concentration Account on dates other than a Settlement Date or otherwise than as expressly provided in this Section 2.12. (e) Proceeds of an Advance made to the Borrower on a Settlement Date shall be applied first, to the extent actually paid necessary to fund any Unpaid Balance owed by the Mortgage Loan Borrower to any Seller on such Settlement Date and the remainder thereof, if any, as directed by the Borrower. Proceeds of Advances made to the Borrower on any other Business Day may, pursuant to instructions of the Borrower, shall and at the option of the Borrower, (i) be paid applied to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available make provisional payments to be distributed one or more Sellers in respect of the Mortgage Purchase Price for Purchased Assets pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject to the obligations of such Seller to repay Excess Payments (repayment of which is guaranteed pursuant to the Performance Undertaking Agreement) to the Concentration Account pursuant to Section 2.02(g) of the Purchase and Sale Agreement, (ii) be applied to make a loan (an “Intramonth Loan”) to BPH I (repayment of which is guaranteed pursuant to the NZ Performance Undertaking Agreement), the terms of which provide that, on the next Settlement Date, BPH I shall repay a portion thereof to the Borrower, together with accrued and unpaid interest thereon (such repayment, an “Intramonth Loan Required Repayment”), in immediately available funds to the extent necessary to provide sufficient funds to the Borrower to make all of the payments described in clauses (i) through (viii) of Section 2.12(b) or clauses (i) through (vii) of Section 2.12(c), as applicable, or, if less, the entire unpaid principal amount of such Intramonth Loan, together with accrued and not otherwise applied unpaid interest thereon, and after repayments of such Intramonth Loan as contemplated by this clause (ii) on such Settlement Date, the Borrower may at its election distribute the right to receive repayment of all or a portion of the remaining principal amount of such Intramonth Loan, together with accrued and unpaid interest thereon, to BPH I, (in which case, the Intramonth Loan, to the extent of such distribution, shall be cancelled) or (iii) be retained by the Borrower. The Borrower shall cause all repayments of Intramonth Loans and all payments of interest thereon to be deposited in the Concentration Account. BPH I, by its execution and delivery of this Agreement as initial NZ Manager, hereby agrees in its individual capacity (and notwithstanding any termination of its capacity as NZ Manager hereunder or under other Transaction Documents) to be bound by and to perform its obligations under this Section 2.12(e), including the repayment when due of Intramonth Loans, together with accrued and unpaid interest thereon, in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesterms hereof.

Priority of Payments. Note B and The Servicer shall apply, or by written instruction to the right of Trustee shall cause the Note B Holder Trustee to receive payments of interestapply, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to on each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available Payment Date Available Funds for payment that Payment Date on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received deposit in the form of Monthly Payments, Collection Account to make the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due following payments and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication priority: FIRST, to the Trustee in payment of the sum of (x) the Monthly Trustee Fees for the related Due Period and payments shall be made at any unpaid Monthly Trustee Fees for a previous Due Period, (y) the Capped Monthly Trustee Expenses for such times as are set forth Payment Date and (z) in the Servicing event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the Capped Successor Servicer Costs for such Payment Date; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of the Monthly Servicer Fee for the related Due Period and any unpaid Monthly Servicer Fee for a previous Due Period and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent 57 Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement): (a) first, on a Pro Rata and Pari Passu Basisthe Hedge Payments; FOURTH, to each Note A Holder Noteholder, the Senior Notes Interest for such Payment Date and the NPA Costs payable to such Noteholder to the extent due and payable and any Senior Overdue Interest due to such Noteholder (and interest thereon); FIFTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee for the related Due Period and any unpaid Monthly Servicer Fee for a previous Due Period; SIXTH, to the Noteholders, the Monthly Principal for such Payment Date; SEVENTH, if the amount on deposit in an the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is less than the Reserve Required Amount, to the Reserve Account, all remaining Available Funds until the amount on deposit in the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note AReserve Required Amount; EIGHTH, to each Note A Holder in an amount equal to the principal payments receivedNoteholders, the Green Loan Deficiency Principal Distribution Amount, if any, for such Payment Date; NINTH, to each Noteholder, the Contingent Subordinated Notes Interest for such Payment Date and any Contingent Subordinated Overdue Interest due to such Noteholder (and interest thereon); TENTH, to the Trustee in payment of any reasonable expenses and costs under each of the Facility Documents to which the Trustee is a party, including with respect to replacing the Servicer, any such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses amounts not paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumclause FIRST; ELEVENTH, to the extent Letter of Credit Bank, (i) any fees and expenses related to the Letter of Credit and (ii) any amounts which have been drawn under the Letter of Credit and any interest due thereon; provided, however, if the Servicer notifies the Trustee in writing that any of such amounts have been paid to the Letter of Credit Bank by a third party, then the Trustee shall reimburse such payments to such third party as directed by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment PremiumServicer; TWELFTH, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j)Issuer, any remaining amount shall be paid pro rata to each Note A Holder amounts free and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance clear of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts lien of interest and principal have otherwise been paid in full on all the Notesthis Indenture.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts (i) Payments received by MFC from Borrower with respect to such Note B the Loan, prior to a default by the Borrower and prior to MFC taking possession of any collateral pertaining to the Loan, shall at all times be junior, subject and subordinate divided by MFC on a pro-rata basis pursuant to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as respective Participation Ratios heretofore set forth herein. All Such payments shall first be paid to MFC. In the event the Loan becomes delinquent, MFC shall apply payments pursuant to the terms of this Agreement. Notwithstanding the foregoing, MFC shall first be paid all additional amounts tendered which it has advanced where the Borrower has failed to make payments to MFC and expenses reasonably incurred by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or MFC in connection with the Mortgage Loan or enforcement of the Mortgaged Property or amounts realized Agreements and/or protection of the Collateral and the secured position therein. (ii) Following application of payments as proceeds thereofset forth in sub paragraph (a) (i) hereof, whether received MFC shall remit payment to ELK representing its share of such payment(s) based upon its respective __________ per cent Participation Percentage. Again, in the form of Monthly Paymentsevent the Loan becomes delinquent, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements MFC shall apply payments pursuant to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of this Agreement. Notwithstanding the Mortgage Loan Documentsforegoing, MFC shall first be paid all additional amounts which it has advanced to include monies previously advanced to ELK where the extent permitted Borrower has failed to make payments to MFC and expenses reasonably incurred by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, MFC in accordance connection with the terms enforcement of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account Agreements and/or protection of recoveries in respect of Advances then due the Collateral and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate;secured position therein. (b) second, on In the event of a Pro Rata default under the Loan and Pari Passu Basis based on the outstanding principal balances MFC taking possession of each Note A, to each Note A Holder in an amount equal any Collateral pertaining to the principal Loan and upon subsequent resale thereof, the priority of payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.follows:

Priority of Payments. The B Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such the B Note B shall at all times be junior, subject and subordinate to each A Note A and the right of the Note A Holder related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each Note A case as set forth hereinfurther described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsmonthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator Administrator, Trustee or Trustee Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing AgreementAgreement (including, without limitation, reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan and P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement): (ai) first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default interest) to each Note A Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest all principal payments (or other amounts allocated to principal, including amounts allocable as principal on the Note Principal Balance for each A Note at Mortgage Loan after the Net Note A Rate; (bAnticipated Repayment Date) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the respective Note Principal Balance for each A Note has Balances have been reduced to zero; (ciii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up Holder, an amount equal to the amount aggregate of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not Realized Losses previously reimbursed allocated to such Note A Holder (in accordance with the terms of Section 4 or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect Section 5(d), plus interest thereon at the Net Note Rate for A Note compounded monthly from the date the related Realized Loss was allocated to the Mortgage Loan pursuant each A Note, such amount to this Agreement or the Servicing Agreement; (d) fourthbe allocated to such Note A Holder, on a Pro Rata and Pari Passu BasisBasis based on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to each pay accrued and unpaid interest on the B Note (other than default interest) to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each of the B Note B at the applicable Net Note B Rate; (ev) fifth, on a Pro Rata and Pari Passu Basis based on to the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the all principal payments (or other amounts allocated to principal, including amounts allocable as principal on the Mortgage Loan after the Anticipated Repayment Date) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanDate, until such the Note Principal Balance for each of the B Note B has been reduced to zero; (fvi) sixth, to the Note B Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to the Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for the B Note compounded monthly from the date the related Realized Loss was allocated to the B Note; (vii) seventh, to pay Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then the B Note; (viii) eighth, on a Pro Rata and Pari Passu Basis, to each Note B A Holder up to the an amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect equal to the Mortgage Loan pursuant unpaid Excess Interest accrued on the related principal balance, with the aggregate amount so payable to this Agreement or be allocated between the Servicing Agreement; (g) seventh, Note A Holders on a Pro Rata and Pari Passu Basis, any Prepayment PremiumBasis according to the amount of accrued and unpaid Excess Interest due to each such Holder; (ix) ninth, to the extent paid by the Mortgage Loan BorrowerNote B Holder, shall be paid up to each Note A Holder in an amount up equal to its pro rata interest therein, based the unpaid Excess Interest accrued on the product principal balance of the Note A Percentage Interests multiplied by its Relative SpreadB Note; (hx) eighth, Pro Rata and Pari Passu, any Prepayment Premiumtenth, to the extent paid by pay default interest and late payment charges then due and owing under the Mortgage Loan BorrowerLoan, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product all of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to which will be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (kxi) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ji)-(x), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with based on their respective initial Percentage Interestsprincipal balances. All expenses and losses relating Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall Documents must be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of interest the Mortgage Loan exceeds 125% (based solely on real property and principal have otherwise been paid in full on all the Notesexcluding any personal property and going concern value).

Priority of Payments. Note B On each Business Day, subject to the terms and the right conditions of the Note B Holder to receive payments Current Spread Custodial Account Control Agreement, Seller (or, after the delivery of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan an access termination notice pursuant to the Servicing Current Spread Custodial Account Control Agreement, shall be applied by Purchaser) will direct the Note A Holder (or its designee) and distributed by Bank to apply the Servicer for payment monies in the Third Party Controlled Current Spread Custodial Account in the following order of priority without duplication (and payments shall be made at such times as are set forth the “Priority of Payments”), in every case, after giving effect to each prior item in the Servicing Agreement):Priority of Payments on such Business Day: (a) first, on a Pro Rata from amounts in the Third Party Controlled Current Spread Custodial Account attributable to Servicing Agreement termination payments made by the Agency with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and Pari Passu Basis(B) the Retained Servicing Spread Percentage of such termination payments to Seller; provided, that (I) prior to the distribution to Purchaser of any termination payments pursuant to clause (A), such termination payments shall be applied first, to each Note A Holder in an amount equal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the accrued payment of any indemnity payments then due and unpaid interest payable to a Seller Indemnitee pursuant to Section 10.02, and (II) prior to the distribution to Seller of any termination payments pursuant to clause (B), such termination payments shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 10.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Note Principal Balance for each A Note at Current Spread Reserve Account to equal the Net Note A RateCurrent Spread Reserve Account Required Amount; (b) second, on from amounts in the Third Party Controlled Current Spread Custodial Account attributable to a Pro Rata BofA-Repurchase Payment, (A) the Purchaser Repurchase Allocation Amount to Purchaser and Pari Passu Basis based on the outstanding principal balances of each Note A, (B) Seller Repurchase Allocation Amount to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zeroSeller; (c) third, on any Business Day from and including the first Business Day of a Pro Rata and Pari Passu Basiscalendar month to but excluding the Distribution Date in such calendar month, to each Note A Holder up to at the amount option of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) Seller, the Base Servicing Fee payable with respect to the a prior Collection Period for Nationstar-Serviced Mortgage Loan pursuant Loans to this Agreement or the Servicing AgreementSeller; (d) fourth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder the extent not previously paid to Seller in an amount equal to the accordance with Section 3.04(c), any accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B RateBase Servicing Fee payable in connection with Nationstar-Serviced Mortgage Loans to Seller; (e) fifth, on a Pro Rata each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of termination payments made pursuant to Section 3.04(a) and Pari Passu Basis based on the outstanding principal balances portion thereof consisting of each Note payments made pursuant to Section 3.04(b)); and (B) to Seller, any Retained Servicing Spread for the prior Collection Period (other than the portion thereof consisting of termination payments made pursuant to Section 3.04(a) and the portion thereof consisting of payments made pursuant to Section 3.04(b)); provided, that (I) prior to the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to each Note B Holder in an amount equal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the principal payment of any indemnity payments receivedthen due and payable to a Seller Indemnitee pursuant to Section 10.02, if any, with respect to such Monthly Payment Date with respect and (II) prior to the Mortgage Loandistribution to Seller of any Retained Servicing Spread pursuant to clause (B), until such Note Principal Balance the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 10.01 and third, for each Note B has been reduced deposit to zero;the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and (f) sixth, on a Pro Rata and Pari Passu Basiseach Distribution Date, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu BasisSeller, any Prepayment Premium, other amounts remaining on deposit in the Third Party Controlled Current Spread Custodial Account. All payments to the extent paid by the Mortgage Loan Borrower, Purchaser or Seller shall be paid made by wire transfer of immediately available funds to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied account designated by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale Purchaser or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) andSeller, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notesapplicable.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of either Note shall have priority or preference over any portion of the other Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest thereon) made with respect to Note A-1 or Note A-2 which may only be reimbursed out of payments and collections allocable to Note A-1 or Note A-2, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note A Holder in an amount equal shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, be used to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, the Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable), third, be used to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an the case of the remaining amount equal of Default Charges allocable to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifthLead Securitization Note, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product Lead Securitization Servicing Agreement and (ii) in the case of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, remaining amount of Default Charges allocable to the extent paid by the Mortgage Loan BorrowerNon-Lead Securitization Note, shall be paid to each Note B Holder the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. (a) On each Distribution Date, the Trustee shall distribute the funds in the Payment Account (except to the extent representing Split Payments or Term Certain Periodic Payments) to the parties indicated below, in the following order of priority: (i) to the Cash Reserve Account until the amount on deposit in such account is equal to the Required Cash Reserve Amount on such Distribution Date; (ii) to the Trustee, the Trustee Fee due and owing on such Distribution Date, and any accrued and previously unpaid Trustee Fees; (iii) to the Servicer, the Servicing Fee due and owing on such Distribution Date, and any accrued and previously unpaid Servicing Fees; (iv) to the Back-up Servicer, the Back-up Servicing Fee due and owing on such Distribution Date, and any accrued and previously unpaid Back-up Servicing Fees; (v) to the Class A Noteholder (or, if there is more than one Holder of Class A Notes, pro rata to such Holders based on their respective Percentage Interests), in the following order of priority: (a) accrued but unpaid Fixed Interest on the Class A Note B held by such Holder, (b) principal on the Class A Note held by such Holder until (x) the Principal Amount for such Class A Note has been paid in full and (y) the right Class A Target Condition is satisfied in respect of the Class A Note B (or all Class A Notes, if there is more than one Class A Note), then (c) any unpaid Contingent Interest on the Class A Note held by such Holder; and (vi) to the Residual Interest Holder, all remaining amounts on deposit. The Trustee shall make all such payments in the amounts set forth in the Monthly Report for such Distribution Date. To the extent that funds are not available to make the payments indicated in clauses (ii)-(iv) above, the Trustee shall withdraw any available funds from the Cash Reserve Account to make such distributions, provided that on the next Distribution Date the Cash Reserve Account shall be replenished (up to the Required Cash Reserve Amount) from the Payment Account prior to any other distribution, as indicated in clause (i) above. (b) On each Distribution Date, the Trustee shall promptly provide to the Controlling Noteholder (or, if there is more than one Holder of Class A Notes, to receive payments each such Holder) copies of interest, principal and other amounts the statement or statements provided to the Trustee by the Servicer pursuant to the Servicing Agreement with respect to such Note B Distribution Date, as well as any other reports or other information received by the Trustee from the Servicer. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Holder, such tax shall at all times reduce the amount otherwise distributable by the Trustee to such Holder in accordance with this Section 5.02. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable by the Trustee to the Holders sufficient funds for the payment of any tax that is required to be juniorwithheld by the Trust under Applicable Law (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, subject and subordinate to each Note A withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings); provided that the Trustee shall not be responsible for determining whether any such tax is owed and may rely for such purposes on the right written direction of the Note A Holder to receive payments Trust Depositor or Servicer. The amount of interest, principal and other amounts any withholding tax imposed with respect to each Note A a Holder shall be treated as set forth herein. All amounts tendered cash distributed by the Mortgage Loan Borrower Trust to such Holder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Holder), the Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.02(c). In the event that a Holder wishes to apply for a refund of any such withholding tax or otherwise available portion thereof, the Trustee shall reasonably cooperate with such Holder in making such claim so long as such Holder agrees to reimburse the Trustee for payment on any out-of-pocket expenses incurred by the Trustee in connection therewith. The Holders shall supply the Trustee with Internal Revenue Service forms, with appropriate supporting documentation, and such other certificates, information or forms that the Trustee may request from time to time in connection with any withholding tax or the application for a refund thereof. (d) After an Event of Default (of which the Controlling Noteholder gives notice to the Trustee or with respect to or in connection with which the Mortgage Loan or Controlling Noteholder directs the Mortgaged Property or amounts realized Trustee to act, as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extentapplicable, in accordance with the terms requirements of the Mortgage Loan Documentsdefinition of “Event of Default” in Article I hereof and Section 6.04), in the absence of any direction to the Trustee to the contrary by the Controlling Noteholder pursuant to Section 6.04, the Trustee shall continue making scheduled distributions pursuant to Section 5.02(a). In the event that the Controlling Noteholder has ordered the Trustee to liquidate the Collateral in accordance with Section 6.04, after such liquidation the Controlling Noteholder may direct the Trustee, at any time, to pay, in the following order of priority: (i) from the Cash Reserve Account, any and all expenses due under Sections 5.02(a)(ii)-(iv), (ii) from the Payment Account (except to the extent representing Split Payments or Term Certain Periodic Payments), to the extent the distribution pursuant to the preceding clause (i) is insufficient to pay in full the expenses due under Sections 5.02(a)(ii)-(iv), any and all remaining expenses due under Sections 5.02(a)(ii)-(iv), as well as any other outstanding Trust expenses due and owing through the date of such liquidating distribution and (iii) from the Payment Account (except to the extent representing Split Payments or Term Certain Periodic Payments), to the Class A Noteholder (or, if there is more than one Class A Note, to the Holders of the Class A Notes, pro rata, based on the Percentage Interest of the Class A Notes held by such Holder) and the Residual Interest Holder, pro rata, based on the Liquidation Value of the Class A Note (or the Liquidation Value of the Percentage Interest of such Class A Note, if there is more than one Class A Note) and/or Residual Interest Certificate held by each such Holder; provided, however, if the distributions set forth above in this clause (iii) will not result in the Class A Target Condition being satisfied, then the amount distributable to the Class A Noteholder (or, if there is more than one Class A Note, the Holders of the Class A Notes, pro rata, based on the Percentage Interest of the Class A Notes held by such Holder), shall be held as reserves or escrows or received as reimbursements on account increased and the amount distributable to the Residual Interest Holder shall be decreased accordingly until the Class A Target Condition is satisfied. Any amounts remaining in the Cash Reserve Account after the distribution contemplated by Section 5.02(d)(i) shall be distributed by the Trustee to the Residual Interest Holder. For the avoidance of recoveries doubt, any funds in any of the Accounts in respect of Advances then due and payable Split Payments or reimbursable to the Servicer under the Servicing Agreement and Term Certain Periodic Payments shall only be distributable in accordance with Section 5.02(e). (ye) all amounts that are then due, payable or reimbursable to any The Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by direct the Note A Holder Trustee to promptly remit (or its designeei) and distributed by to the Servicer for payment Originator, any funds in the following order Payment Account or that come into the Trustee’s possession in respect of priority without duplication Term Certain Periodic Payments and (and payments shall be made at such times as are set forth ii) to the Split Payment Account, any funds in the Servicing Agreement): Payment Account or that come into the Trustee’s possession in respect of Split Payments (a) first, on a Pro Rata it being understood and Pari Passu Basis, to each Note A Holder in an amount equal agreed that pursuant to the accrued and unpaid interest on Servicing Agreement the Note Principal Balance for each A Note at the Net Note A Rate; (b) secondServicer, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Back-up Servicer as its duly authorized designee, shall remit or cause to be remitted all amounts in respect of Split Payments in accordance with Section 5.01(f) of the Receivables Purchase Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero;). (f) sixthOn the Class A Payoff Date, the Trustee shall distribute all funds remaining in the Cash Reserve Account (after any required payments from such account on a Pro Rata and Pari Passu Basis, such Distribution Date to each Note B Holder up to pay the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumlisted in Sections 5.02(a)(ii)-(iv), to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (hnot previously paid) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Residual Interest Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and The Servicer shall apply, or by written instruction to the right of Trustee shall cause the Note B Holder Trustee to receive payments of interestapply, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to on each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available Payment Date Available Funds for payment that Payment Date on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received deposit in the form of Monthly Payments, Collection Account to make the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due following payments and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication priority: FIRST, to the Trustee in payment of the sum of (x) the Monthly Trustee Fees for the related Due Period and payments shall be made at any unpaid Monthly Trustee Fees for a previous Due Period, (y) the Capped Monthly Trustee Expenses for such times as are set forth Payment Date and (z) in the Servicing event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the Capped Successor Servicer Costs for such Payment Date; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of the Monthly Servicer Fee for the related Due Period and any unpaid Monthly Servicer Fee for a previous Due Period and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement): (a) first, on a Pro Rata and Pari Passu Basisthe Hedge Payments; FOURTH, to each Note A Holder Noteholder, the Senior Notes Interest for such Payment Date and the NPA Costs payable to such Noteholder to the extent due and payable and any Senior Overdue Interest due to such Noteholder (and interest thereon); FIFTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee for the related Due Period and any unpaid Monthly Servicer Fee for a previous Due Period; SIXTH, to the Noteholders, the Monthly Principal for such Payment Date; SEVENTH, if the amount on deposit in an the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is less than the Reserve Required Amount, to the Reserve Account, all remaining Available Funds until the amount on deposit in the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note AReserve Required Amount; EIGHTH, to each Note A Holder in an amount equal to the principal payments receivedNoteholders, the Green Loan Deficiency Principal Distribution Amount, if any, for such Payment Date; NINTH, to each Noteholder, the Contingent Subordinated Notes Interest for such Payment Date and any Contingent Subordinated Overdue Interest due to such Noteholder (and interest thereon); TENTH, to the Trustee in payment of any reasonable expenses and costs under each of the Facility Documents to which the Trustee is a party, including with respect to replacing the Servicer, any such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses amounts not paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumclause FIRST; ELEVENTH, to the extent Letter of Credit Bank, (i) any fees and expenses related to the Letter of Credit and (ii) any amounts which have been drawn under the Letter of Credit and any interest due thereon; provided, however, if the Servicer notifies the Trustee in writing that any of such amounts have been paid to the Letter of Credit Bank by a third party, then the Trustee shall reimburse such payments to such third party as directed by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment PremiumServicer; TWELFTH, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j)Issuer, any remaining amount shall be paid pro rata to each Note A Holder amounts free and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance clear of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts lien of interest and principal have otherwise been paid in full on all the Notesthis Indenture.

Priority of Payments. Note B The Proceeds realized from the sale of any Asset shall be applied: (i) first, to reimburse the Trustee for all costs, expenses and reasonable attorneys‘ fees incurred by the Trustee in collecting the Secured Obligations, in enforcing the rights of the Trustee and the right Noteholders under this Indenture and the Master Note and in collecting, retaking, completing, protecting, removing, storing, advertising for sale, selling and delivering any Asset; (ii) second, to pay any unpaid fees, costs or indemnification payments owed to the Trustee by a Noteholder transferring the Noteholder’s Notes under Section 1.7(b)(vi) or owed by the Company to the Trustee or any other Indemnified Person, as that term is defined in Section 8.6(b), under Section 8.6; (iii) third, to pay unpaid interest, if any, on any of the Note B Holder Secured Obligations or Senior Debt; (iv) fourth, to receive payments of interest, pay the unpaid principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder Secured Obligations or Senior Debt; and (v) fifth, any remaining Proceeds shall be remitted promptly to receive payments the Company. If notice before disposition of interestan Asset or any portion of an Asset is necessary under applicable law, principal and written notice mailed to the Company ten (10) Business Days before the date of the disposition shall constitute reasonable notice. Without precluding any other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form methods of Monthly Paymentssale, the Balloon Paymentsale of the Asset or any portion of the Asset shall be conclusively deemed to be made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property; but in any event the Trustee or its agent may sell the Asset on any terms and to any purchaser(s) as the Trustee or its agent may choose, Liquidation Proceeds, proceeds under without assuming any guaranty, letter credit risk and without any obligation to advertise or give notice of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (any kind other than proceeds, awards or settlements to be applied to as required under applicable law. A Noteholder may not prejudice the restoration or repair rights of the Mortgaged Property Trustee or released to any other Noteholder or obtain any preference or priority over the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves Trustee or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee other Noteholder with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note A, to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement Asset or the Servicing Agreement; (d) fourth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product application of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product Proceeds of the Note B Percentage Interests multiplied by its Relative Spread; sale of the Asset (i) ninthincluding, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) andwithout limitation, as a result of a Workout any judgment obtained against the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid Company by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanNoteholder), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.

Priority of Payments. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to On each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth herein. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly PaymentsSettlement Date, the Balloon Payment, Liquidation Proceeds, proceeds under Available Amounts (together with any guaranty, letter of credit or other collateral or instrument securing funds from the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Preferred Equity Account in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (yany Senior Shortfall Amount) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement“Priority of Payments”): (a1) firstto apply Interest Proceeds (and if Interest Proceeds are insufficient, any available Expense Reserve) to pay an amount equal to (i) Costs and Expenses and (ii) Fees incurred by Borrower and payable on such Settlement Date (“Senior Expense Amounts”); (2) to apply Interest Proceeds to pay each outstanding Matured Operating Loan (together with accrued interest on the amount prepaid, as calculated by ▇▇▇▇▇▇) on a Pro Rata “first in, first out” basis depending on the borrowing date of such Matured Operating Loan; (3) to apply Interest Proceeds to pay or prepay outstanding FRBNY Loans in whole or in part on a “first in, first out” basis depending on the borrowing date of such FRBNY Loan but applying first to Matured FRBNY Loans (and Pari Passu Basisafter that, to each Note A Holder prepay other outstanding FRBNY Loans) that will not otherwise be redeemed on such Settlement Date in clause (6) below in an amount equal to the Non-Performing Principal ▇▇▇▇▇▇ determined by the Borrower for the prior Settlement Period plus accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Ratethereon; (b4) second, to apply Interest Proceeds to pay any Matured FRBNY Loans in whole or in part (that will not otherwise be redeemed on a Pro Rata such Settlement Date in clause (6) below) and Pari Passu Basis based on not otherwise paid under clause (3) above (together with accrued interest thereon); (5) to apply Interest Proceeds to the outstanding principal balances of each Note A, to each Note A Holder Preferred Equity Account in an amount equal to any previously unreimbursed drawing from the principal payments received, if any, with respect Preferred Equity Account to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zerosatisfy a Senior Shortfall Amount on any prior Settlement Date; (c6) thirdto apply the sum of (i) Principal Proceeds plus (ii) the Available Interest Proceeds Component to pay or prepay outstanding FRBNY Loans in whole or in part (together with accrued interest thereon), on a Pro Rata and Pari Passu Basis“first in, to each Note A Holder up to first out” basis depending on the amount borrowing date of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage FRBNY Loan pursuant to this Agreement or the Servicing Agreementuntil all outstanding FRBNY Loans have been repaid in full; (d7) fourth, on a Pro Rata and Pari Passu Basis, to apply Interest Proceeds to prepay each Note B Holder outstanding Operating Loan in an amount equal to the whole or in part (together with accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment Premiumthereon), to the extent not already paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied prepaid in accordance with the foregoing clauses clause (a)-(h2) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interestsabove; and (k8) all remaining funds (including any Principal Proceeds not applied in clause (6) eleventhabove) (i) on any Settlement Date that occurs prior to the date on which all Loans have been repaid in full (such date, if any excess amount is available the “Final Repayment Date”), to be distributed retained in respect of the Mortgage LoanInvestment Account at the Custodian (A) first, to fund the Expense Reserve and not otherwise (B) second, as Interest Proceeds to be applied in accordance with on subsequent Settlement Dates and (ii) on the foregoing clauses (a)-(j)first Settlement Date that occurs after the Final Repayment Date, any remaining amount shall to be paid pro rata released from the Investment Account for distribution to each Note A Holder Lender and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to United States Department of Treasury as members of Borrower under the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the NotesLLC Agreement.

Priority of Payments. Each A Note shall be of equal priority, and no portion of any A Note shall have priority or preference over any portion of any other A Note or security therefor. The B Note and the right rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note the B Notes shall at all times be junior, subject and subordinate to each Note the A Notes and the right of the Note A Holder Holders to receive payments of interest, principal and other amounts with respect to each the A Notes. The Note A Holders hereby agree that, for as set forth herein. All amounts tendered by long as the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Paymentsis outstanding, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, Available Remittance Amount shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment Notes in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement):: (ai) first, on a Pro Rata and Pari Passu Basis, to each the Note A Holder in an amount equal to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) secondHolders, on a Pro Rata and Pari Passu Basis (based on the outstanding principal balances of each Note Atheir respective entitlements in accordance with this clause), to each Note A Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) the Note A Holders with respect to the Mortgage Loan pursuant to to, and reimbursable pursuant to, this Agreement or the Lead Securitization Servicing AgreementAgreement including, but not limited to, any outstanding Property Protection Advance (with advance interest thereon); (dii) fourthsecond, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, to in each Note B Holder case in an amount equal to the accrued and unpaid interest (through the end of the then most recently ended Interest Accrual Period) on the Note A-1 Principal Balance, Note A-2 Principal Balance for each and the Note B A-3 Principal Balance, as applicable, at the Net Note B related Interest Rate in effect, net of the applicable Servicing Fee Rate, until all such interest is paid in full; (eiii) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances of each Note Bthird, to each the Note B Holder with respect to the B Note, in an amount equal to the principal payments receivedaccrued and unpaid interest (through the end of the then most recently ended Interest Accrual Period) on the Note B Principal Balance, if anyat the related Interest Rate, with respect net of the applicable Servicing Fee Rate, until all such interest is paid in full; (iv) fourth, to such Monthly Payment Date the Note A Holders with respect to the A Notes, (i) at any time that no Special Loan Event of Default has occurred and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, in an amount equal to each the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance, until such time as the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced to zero, and (ii) at any time that a Special Loan Event of Default has occurred and is continuing, on a Pro Rata and Pari Passu Basis, in an amount equal to the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance, until such time as the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced to zero; (v) fifth, to the Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the B Note, (i) at any time that no Special Loan Event of Default has occurred and is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan (exclusive of any portion thereof applied pursuant to this Agreement or subclause (i) of clause fourth above), in an amount equal to the Servicing AgreementNote B Principal Balance, until such time as the Note B Principal Balance has been reduced to zero, and (ii) at any time that a Special Loan Event of Default has occurred and is continuing, in an amount equal to the Note B Principal Balance, until such time as the Note B Principal Balance has been reduced to zero; (gvi) seventhsixth, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumYield Maintenance Premium due in accordance with the Mortgage Loan Documents in connection with a payment or prepayment on the A Notes, to the extent paid by actually paid; (vii) seventh, to the Note B Holder with respect to the B Note, any Yield Maintenance Premium due in accordance with the Mortgage Loan Borrower, shall be paid to each Note A Holder Documents in an amount up to its pro rata interest therein, based connection with a payment or prepayment on the product of B Note, to the extent actually paid; (viii) eighth, to the Note A Percentage Interests multiplied by its Relative Spread; (h) eighthHolders with respect to the A Notes, on a Pro Rata and Pari PassuPassu Basis, any Prepayment Premium, to late payment charges or interest at the extent paid by the Mortgage Loan Borrower, shall be paid to each Note B Holder Default Rate due in an amount up to its pro rata interest therein, based on the product respect of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied A Notes in accordance with the foregoing clauses Mortgage Loan Documents (a)-(hafter application as provided in Section 4(c) andand in the Lead Securitization Servicing Agreement), as a result of a Workout until all such amounts are paid; (ix) ninth, to the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up with respect to the reductionB Note, if any, any late payment charges or interest at the Default Rate due in respect of the B Note Principal Balance of in accordance with the Mortgage Loan Documents (after application as provided in Section 4(c) and in the Lead Securitization Servicing Agreement), until all such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate;amounts are paid; and (jx) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required Note Holders, any remaining amounts to be otherwise applied under allocated between the Servicing Agreement, including, without limitation, to provide reimbursement for interest Note Holders on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case Pro Rata and Pari Passu Basis; provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer feesthat, to the extent actually paid by required under the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect REMIC provisions of the Mortgage LoanCode, and not otherwise applied payments or proceeds received with respect to any partial release of any portion of a Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Trust Loan (as determined in accordance with applicable REMIC requirements) exceeds 125% (based solely upon the foregoing clauses (a)-(j), value of the remaining real property and excluding any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, personal property or going concern value) shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall A Notes and the B Note, in that order, in the manner permitted by such REMIC provisions. Notwithstanding the foregoing, the amount of any remittance under this Section 3 to a particular Note Holder may be reimbursed subject to reduction in Sequential Order after all amounts accordance with the allocation of interest an expense or loss in accordance with, and principal have otherwise been paid in full on all the Notesorder of priority set forth in, Section 4 hereof.

Priority of Payments. Each Note B shall be of equal priority, and the right no portion of the any Note B Holder to receive payments shall have priority or preference over any portion of interest, principal and any other amounts with respect to such Note B shall at all times be junior, subject and subordinate to each Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to each Note A as set forth hereinor security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Condemnation Proceeds, or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest thereon) made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note A Holder (or its designee) and distributed by to the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, to Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note A Holder in an amount equal shall be allocated to the accrued and unpaid interest on the Note Principal Balance for each A Note at the Net Note A Rate; (b) second, Notes on a Pro Rata and Pari Passu Basis based and applied first, be used to reduce, on a pro rata basis, the outstanding principal balances of amounts payable on each Note Aby the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note A Holder in an by the amount equal necessary to pay the principal payments receivedMaster Servicer, if anyTrustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Monthly Payment Date with respect Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) thirdreduce, on a Pro Rata and Pari Passu Basispro rata basis, to the amounts payable on each Note A Holder up to by the amount of any unreimbursed costs necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursedLiquidation Fees) incurred with respect to the Mortgage Loan pursuant to this Agreement or (as specified in the Lead Securitization Servicing Agreement; ) and finally, (di) fourthin the case of the remaining amount of Default Charges allocable to the Lead Securitization Note, on a Pro Rata be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and Pari Passu Basis, (ii) in the case of the remaining amount of Default Charges allocable to each Note B Holder in an amount equal Non-Lead Securitization Note, be paid, (x) prior to the accrued and unpaid interest on the Note Principal Balance for each Note B at the Net Note B Rate; (e) fifth, on a Pro Rata and Pari Passu Basis based on the outstanding principal balances securitization of each Note B, to each Note B Holder in an amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each Note B has been reduced to zero; (f) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder up to the amount of any unreimbursed costs and expenses paid by such Note B Holder including any Recovered Costs not previously reimbursed to such Note B Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (g) seventh, on a Pro Rata and Pari Passu Basis, any Prepayment PremiumNote, to the extent paid by related Note Holder and (y) following the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to its pro rata interest therein, based on the product securitization of the Note A Percentage Interests multiplied by its Relative Spread; (h) eighth, Pro Rata and Pari Passu, any Prepayment Premiumsuch Note, to the extent paid by Master Servicer and/or the Mortgage Loan Borrower, shall be paid to each Note B Holder Special Servicer as additional servicing compensation as provided in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interests multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of such Note B has been reduced, such excess amount shall be paid to such Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance of such Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, shall be allocated in Reverse Sequential Order. Any realized losses (including reductions by a bankruptcy court) applied to reduce the principal balance of the Mortgage Loan shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Notes.