Common use of Priority of Payments Clause in Contracts

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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, or Insurance 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), 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, B and no portion of either Note shall have priority or preference over any portion the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note or security thereforB 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, Loan or Insurance and 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 ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), 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) to and distributed by the Notes 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. For clarification purposes, Penalty Charges (as defined to each Note A Holder in the Lead Securitization Servicing Agreement) paid shall be allocated an amount equal to the Notes 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 and applied firstbased on the outstanding principal balances of each Note A, to reduce, on a pro rata basis, the amounts payable on each Note by A Holder in an amount equal to the amount necessary to pay the Master Servicerprincipal payments received, 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 Agreementif any, second, to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, 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 to the Mortgage Loan, until such Note by such party Principal Balance for each A Note has been reduced to zero; (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), c) third, to reduce, on a pro rata basisPro Rata and Pari Passu Basis, the amounts payable on to each Note by A Holder up to the amount necessary of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to pay additional trust fund expenses such Note A Holder (other than Special Servicing Fees, unpaid Workout Fees or paid or advanced by any Servicer on its behalf and Liquidation Feesnot previously paid or reimbursed) incurred with respect to the Mortgage Loan (as specified in pursuant to this Agreement or the Lead Securitization Servicing Agreement; (d) fourth, on a Pro Rata and finallyPari Passu Basis, (i) 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 case product of the remaining amount of Penalty Charges allocable Note A Percentage Interests multiplied by its Relative Spread; (e) fifth, to the Lead Securitization NoteNote 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; (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 the Master Servicer and/or Note B Holder in an amount up to its pro rata interest therein, based on the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case product of the remaining Note B Percentage Interest multiplied by its Relative Spread; (h) 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)-(g) and, as a result of a Workout the Note Principal Balance for each Note B has been reduced, such excess amount of Penalty Charges allocable to any Non-Lead Securitization Note, shall be paid, (x) prior paid to the securitization Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance for each Note B as a result of such NoteWorkout, plus interest on such amount at the related Note B Rate; (i) ninth, to the related Non-Lead Securitization Note Holder and 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 (y) following in each case provided that such reimbursements or payments relate to the securitization of Mortgage Loan), any such Noteassumption or transfer fees, to the Master Servicer and/or 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 (j) 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 (a)-(i), any remaining amount shall be paid pro rata to each Note A Holder and 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 Servicer as additional servicing compensation as provided 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 Lead Securitization Servicing Agreementprincipal 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 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 shall at all times be of equal priorityjunior, subject and no portion of either subordinate to each A Note shall have priority or preference over any portion and the right of the related holder to receive payments of interest, principal and other Note or security thereforamounts with respect to such A Note, in each case as 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofand P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges to pay accrued and unpaid interest on the A Notes (as defined other than default interest) to each Note A Holder in an amount equal to the Lead Securitization Servicing Agreementaccrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) paid shall second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been reduced to zero; (iii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 4 or 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 each A Note, such amount to be allocated to the Notes such Note A Holder, on a Pro Rata and Pari Passu Basis and applied first, based on the amount of Realized Losses previously allocated to reduceeach such Holder; (iv) fourth, on a pro rata basisPro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the amounts payable on B Notes (other than default interest) to each Note by B Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (v) fifth, on a Pro Rata and Pari Passu Basis, to each Note B Holder in an amount necessary equal to pay all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the Master Servicerrespective Note Principal Balances have been reduced to zero; (vi) sixth, on a Pro Rata and Pari Passu Basis, to each Note B Holder, an amount equal to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement aggregate of any Servicing Advances unreimbursed Realized Losses previously allocated to such Note B Holder in accordance with the terms of Section 4 or Section 5(d), plus interest thereon at the Net Note Rate for B Note compounded monthly from the date the related Realized Loss was allocated to each B Note, such amount to be allocated to such Note B Holder, on a Pro Rata and Pari Passu Basis based on the amount of Realized Losses previously allocated to each such Holder; (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, then the B Notes, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (ix) ninth, secondif 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)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and each Note B Holder based on their initial principal balances. Notwithstanding anything to the contrary herein, to reducethe extent required under the REMIC Provisions of the Code, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer payments or Non-Lead Trustee for any interest accrued on any P&I Advance made proceeds received with respect to such Note by such party any partial release of the Mortgaged Property (if including following a condemnation) from the lien of the applicable Mortgage and as specified in Mortgage Loan Documents must be allocated to reduce 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 principal balance of the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finallymanner permitted by such REMIC Provisions if, (i) in immediately following such release, the case loan-to value ratio 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 Mortgage Loan exceeds 125% (based solely on real property and (ii) in the case of the remaining amount of Penalty Charges allocable to excluding any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder personal property 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 Agreementgoing concern value).

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the other another Note or 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, Condemnation Proceeds, or Insurance 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), 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 A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6A-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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on each Note by 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, on a pro rata basis, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, the 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 Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any the related Non-Lead Securitization Servicing Agreement, as applicable), third, be used 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, or Insurance 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 ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, 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 applicablesuch 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), 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 Lead Securitization Note Holder Servicer (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (or analogous term as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges, be distributed (ix) in prior to the case 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 NoteNote(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 with respect to any remaining amount of Penalty Charges allocable to any each Non-Lead Securitization Note, be paidto pay, (xA) prior to the securitization of such the Lead Securitization Note, to the related Non-Lead Securitization Note Holder and (yB) following the securitization of such 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 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 receive any amount under such preceding sentence, such amount shall be remitted to the Person that was the Note Holder of such Note immediately prior to the transfer of such Note to the depositor for such Securitization. On and after the Lead Securitization Date, if the Primary Servicing Rights Proceeds (or any portion thereof) are required to be repaid to the Master Servicer, each Person that received its pro rata share of such Primary Servicing Rights Proceeds in its capacity as a Note Holder as contemplated by the preceding sentence (each such Person, a

Priority of Payments. Each Note (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 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 equal prioritythe applicable Sellers on account of the Purchase Price due from the Borrower to such Sellers pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject to any obligation of the Sellers to 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 the Purchase and Sale Agreement and any repayments of Intramonth Loans pursuant to Section 2.12(e) hereof shall be transferred by the Master Servicer (or a Subservicer on its behalf) to the Concentration Account, and no portion of either Note (y) the Borrower shall have priority or preference over any portion of the other Note or 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, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied pay to the restoration or repair of following Persons, from the Mortgaged Property or released Concentration Account, to the Mortgage Loan Borrower 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, 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 and 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 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 repayment elected to be made by the Borrower pursuant to Section 2.02 of this Agreement; (vi) SIXTH, 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; (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 shall 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, as directed by the Borrower. Proceeds of Advances made to the 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 Mortgage 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 DocumentsRequired Repayment”), but excluding in immediately available funds to the extent necessary to provide sufficient funds to the Borrower to make all of the payments described in clauses (xi) 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, together with accrued and 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 amounts for required reserves or escrows required a portion of the remaining principal amount of such Intramonth Loan, together with accrued and unpaid interest thereon, to BPH IV (in which case, the Intramonth Loan, to the extent of such distribution, shall be cancelled) or (iii) be retained by the Mortgage Loan Documents Borrower. The Borrower shall cause all repayments of Intramonth Loans and all payments of interest thereon to be deposited in the Concentration Account. BPH IV, by its execution and delivery of this Agreement as initial Lux Manager, hereby agrees in its individual capacity (and notwithstanding any termination of its capacity as Lux Manager hereunder or under other Transaction Documents) to be bound by and to perform its obligations under this Section 2.12(e), including the extentrepayment when due of Intramonth Loans, together with accrued and unpaid interest thereon, 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, or Insurance 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), 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 A-4 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, ▇ or 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, Condemnation Proceeds, or Insurance 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), 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 each 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-6each Note, as applicable, applicable and (ii) any Servicing Fees due to the Master Servicer in excess of any the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate “primary 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), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement 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, Penalty Default 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on each Note by 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, on a pro rata basis, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any the Non-Lead Securitization Servicing Agreement, as applicable), third, be used 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Default 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 Default Charges allocable to any the Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Each The B Note and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the B Note shall at all times be of equal priorityjunior, subject and no portion of either subordinate to each A Note shall have priority or preference over any portion and the right of the related holder to receive payments of interest, principal and other Note or security thereforamounts with respect to such A Note, in each case as 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator, Trustee or the Trustee as successor to the Servicer), Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofand P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges 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 all principal payments (or other amounts allocated to principal, including amounts allocable as defined principal on the Mortgage Loan after the Anticipated Repayment Date) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been reduced to zero; (iii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the Lead Securitization Servicing Agreement) paid shall terms of Section 4 or 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 each A Note, such amount to be allocated to the Notes such Note A Holder, on a Pro Rata and Pari Passu Basis and applied firstbased on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to reducepay 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 of the B Note at the applicable Net Note Rate; (v) fifth, to the Note B Holder in an amount equal to all principal payments (or other amounts allocated to principal, including amounts allocable as principal on a pro rata basisthe Mortgage Loan after the Anticipated Repayment Date) received, if any, with respect to such Monthly Payment Date, until the amounts payable on each Note by Principal Balance of the B Note has been reduced to zero; (vi) sixth, to the Note B Holder, an amount necessary equal to pay the Master Servicer, aggregate of unreimbursed Realized Losses previously allocated to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances 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 A Holder up to an amount equal to the unpaid Excess Interest accrued on the related principal balance, with the aggregate amount so payable to be allocated between the Note A Holders on a Pro Rata and Pari Passu Basis according to the amount of accrued and unpaid Excess Interest due to each such Holder; (ix) ninth, to the Note B Holder, up to an amount equal to the unpaid Excess Interest accrued on the principal balance of the B Note; (x) tenth, to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (xi) eleventh, secondif 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)-(x), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder based on their initial principal balances. Notwithstanding anything to the contrary herein, to reducethe extent required under the REMIC Provisions of the Code, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer payments or Non-Lead Trustee for any interest accrued on any P&I Advance made proceeds received with respect to such Note by such party any partial release of the Mortgaged Property (if including following a condemnation) from the lien of the applicable Mortgage and as specified in Mortgage Loan Documents must be allocated to reduce 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 principal balance of the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finallymanner permitted by such REMIC Provisions if, (i) in immediately following such release, the case loan-to value ratio 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 Mortgage Loan exceeds 125% (based solely on real property and (ii) in the case of the remaining amount of Penalty Charges allocable to excluding any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder personal property 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 Agreementgoing concern value).

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered (i) Payments received by the Mortgage Loan MFC from Borrower or otherwise available for payment on or with respect to or the Loan, prior to a default by the Borrower and prior to MFC taking possession of any collateral pertaining to the Loan, shall be divided by MFC on a pro-rata basis pursuant to the respective Participation Ratios heretofore set forth herein. 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 which it has advanced where the Borrower has failed to make payments to MFC and expenses reasonably incurred by MFC 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair enforcement of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms Agreements and/or protection of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required by Collateral and 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, secured position therein. (ii) any Servicing Fees due to the Master Servicer in excess Following application 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 payments as set forth in sub paragraph (a) (i) hereof, MFC shall remit payment to ELK representing its share of such payment(s) based upon its respective __________ per cent Participation Percentage. Again, in the Lead Securitization Servicing Agreement) to any Servicer (or event the Trustee as successor to the Servicer)Loan becomes delinquent, with respect to the Mortgage Loan MFC shall apply payments pursuant to the Lead Securitization Servicing Agreement terms of this Agreement. Notwithstanding the foregoing, MFC shall first be paid all additional amounts which it has advanced to include monies previously advanced to ELK where the Borrower has failed to make payments to MFC and expenses reasonably incurred by MFC in connection with the enforcement of the Agreements and/or protection of the Collateral and the secured position therein. (including without limitation, b) In the event of a default under the Loan and MFC taking possession of any additional trust fund expenses relating Collateral pertaining to the Mortgage Loan (but subject to second paragraph and upon subsequent resale thereof, the priority 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), payments shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.follows:

Priority of Payments. Each The B Note and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the B Note shall at all times be of equal priorityjunior, subject and no portion of either subordinate to each A Note shall have priority or preference over any portion and the right of the related holder to receive payments of interest, principal and other Note or security thereforamounts with respect to such A Note, in each case as 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofand P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges to pay accrued and unpaid interest on the A Notes (as defined other than default interest) to each Note A Holder in an amount equal to the Lead Securitization Servicing Agreementaccrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) paid shall second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been reduced to zero; (iii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 4 or 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 each A Note, such amount to be allocated to the Notes such Note A Holder, on a Pro Rata and Pari Passu Basis and applied firstbased on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to reducepay 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 of the B Note at the applicable Net Note Rate; (v) fifth, on a pro rata basisto the Note B Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the amounts payable on each Note by Principal Balance of the B Note has been reduced to zero; (vi) sixth, to the Note B Holder, an amount necessary equal to pay the Master Servicer, aggregate of unreimbursed Realized Losses previously allocated to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances 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, to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (ix) ninth, secondif 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)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder based on their initial principal balances. Notwithstanding anything to the contrary herein, to reducethe extent required under the REMIC Provisions of the Code, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer payments or Non-Lead Trustee for any interest accrued on any P&I Advance made proceeds received with respect to such Note by such party any partial release of the Mortgaged Property (if including following a condemnation) from the lien of the applicable Mortgage and as specified in Mortgage Loan Documents must be allocated to reduce 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 principal balance of the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finallymanner permitted by such REMIC Provisions if, (i) in immediately following such release, the case loan-to value ratio 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 Mortgage Loan exceeds 125% (based solely on real property and (ii) in the case of the remaining amount of Penalty Charges allocable to excluding any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder personal property 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 Agreementgoing concern value).

Priority of Payments. Each The B Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to the B Note shall at all times be of equal priorityjunior, subject and no portion of either subordinate to each A Note shall have priority or preference over any portion and the right of the related holder to receive payments of interest, principal and other Note or security therefor. amounts with respect to such A Note, in each case as 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator, Trustee or the Trustee as successor to the Servicer), Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating reimbursement of Servicing Advances with respect to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofand P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable interest thereon in respect of Non-Lead Securitization Note (pursuant to Non-Lead PSA) 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges to pay accrued and unpaid interest on the A Notes (as defined other than default interest) to each Note A Holder in an amount equal to the Lead Securitization Servicing Agreementaccrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) paid shall second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been reduced to zero; (iii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 4 or 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 each A Note, such amount to be allocated to the Notes such Note A Holder, on a Pro Rata and Pari Passu Basis and applied firstbased on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to reducepay 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 at the applicable Net Note Rate; (v) fifth, on a pro rata basisto the Note B Holder in an amount equal to all principal payments (or other amounts allocated to principal) received, if any, with respect to such Monthly Payment Date, until the amounts payable on each Note by Principal Balance has been reduced to zero; (vi) sixth, to the Note B Holder, an amount necessary equal to pay the Master Servicer, aggregate of unreimbursed Realized Losses previously allocated to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances 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, then the B Note; (viii) eighth, to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (ix) ninth, secondif 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)-(viii), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder based on their initial principal balances. Notwithstanding anything to the contrary herein, to reducethe extent required under the REMIC Provisions of the Code, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer payments or Non-Lead Trustee for any interest accrued on any P&I Advance made proceeds received with respect to such Note by such party any partial release of the Mortgaged Property (if including following a condemnation) from the lien of the applicable Mortgage and as specified in Mortgage Loan Documents must be allocated to reduce 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 principal balance of the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finallymanner permitted by such REMIC Provisions if, (i) in immediately following such release, the case loan-to value ratio 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 Mortgage Loan exceeds 125% (based solely on real property and (ii) in the case of the remaining amount of Penalty Charges allocable to excluding any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder personal property 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 Agreementgoing concern value).

Priority of Payments. Each Note shall be of equal priorityOn each Business Day, subject to the terms and no portion of either Note shall have priority or preference over any portion conditions of the other Note or security therefor. All amounts tendered by Current Spread Distribution Account Control Agreement, Seller (or, after the Mortgage Loan Borrower or otherwise available for payment on or with respect delivery of an access termination notice pursuant to or in connection with the Mortgage Loan or Current Spread Distribution Account Control Agreement, Purchaser) shall direct the Mortgaged Property or amounts realized as proceeds thereof, whether received Bank to apply the monies in the form Third Party Controlled Current Spread Distribution Account in the following order of Monthly priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Balloon PaymentPriority of Payments on such Distribution Date: (a) first, Liquidation Proceedson each Distribution Date, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied pay to the restoration or repair parties necessary to cure the failure of the Mortgaged Property or released issuer to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for make a required reserves or escrows required by the Mortgage Loan Documents (remittance 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 security holders then-outstanding 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 ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇Contract; (b) second, Note A-4from amounts in the Third Party Controlled Current Spread Distribution Account attributable to MSR Successor Proceeds, 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 applicablepro rata, (iiA) any the Current Excess Servicing Fees due Spread Percentage of such MSR Successor Proceeds to Purchaser, and (B) the Retained Servicing Spread Percentage of such MSR Successor Proceeds to Seller; provided, that (I) prior to the Master Servicer in excess distribution to Purchaser of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable MSR Successor Proceeds pursuant to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer clause (or the Trustee as successor to the ServicerA), 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), such MSR Successor Proceeds shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary payment to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement Seller of any Servicing Advances in accordance with Purchaser Enforcement Expenses then due and payable and second, to the terms payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the Lead Securitization Servicing Agreementdistribution to Seller of any MSR Successor Proceeds pursuant to clause (B), such MSR Successor Proceeds shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to reducethe payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the 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 basiscalendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the respective amounts Base Servicing Fee payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party a prior Collection Period for the Mortgage Loans to Seller; (if and as specified d) fourth, on each Distribution Date, to the extent not previously paid to Seller in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicableaccordance with Section 3.04(c), third, any accrued and unpaid Base Servicing Fee to reduceSeller; (e) fifth, on a each Distribution Date, pro rata basisrata, (A) to Purchaser, any Current Excess Servicing Spread for the amounts payable on each Note by the amount necessary to pay additional trust fund expenses prior Collection Period (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect the portion thereof consisting of MSR Successor Proceeds paid pursuant to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 Section 3.04(a)); and (iiB) in to Seller, any Retained Servicing Spread for the case prior Collection Period (other than the portion thereof consisting of the remaining amount of Penalty Charges allocable MSR Successor Proceeds paid pursuant to any Non-Lead Securitization NoteSection 3.04(a)); provided, be paid, that (xI) prior to the securitization distribution to Purchaser of such Noteany Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to the related Non-Lead Securitization Note Holder and (y) following Agency Reserve Account for the securitization payment of such Notethe Reserve Account Deposit Amount, second, to the Master Servicer and/or payment to Seller of any Purchaser Enforcement Expenses then due and payable and third, to the Special Servicer as additional servicing compensation as provided payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, 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 deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Lead Securitization Servicing AgreementCurrent Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and (f) sixth, on each Distribution Date, to Seller, any other amounts remaining on deposit in the Third Party Controlled Current Spread Distribution Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, as applicable.

Priority of Payments. Each Note The Servicer shall be 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 equal priority: FIRST, and no portion of either Note shall have priority or preference over any portion to the Trustee in payment of the other Note or 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 sum 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 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), but excluding (x) all amounts the Monthly Trustee Fees for required reserves the related Due Period and any unpaid Monthly Trustee Fees for a previous Due Period, (y) the Capped Monthly Trustee Expenses for such Payment Date and (z) in the event of a Servicer Default and the replacement of the Servicer with the Trustee or escrows required by a Successor Servicer, the Mortgage Loan Documents (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 extentServicer, in accordance with the terms payment of the Mortgage Loan Documents) 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 be held as reserves or escrows or received as reimbursements on account the Servicer in reimbursement of recoveries in respect of property protection expenses or Servicing Advances then any unreimbursed Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement, the Hedge Payments; FOURTH, to each Noteholder, the Senior Notes Interest for such Payment Date and the NPA Costs payable to such Noteholder to the extent due and payable or reimbursable and any Senior Overdue Interest due 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 such Noteholder (and interest thereon) made ); 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 the Reserve Account is less than the Reserve Required Amount, to the Reserve Account, all remaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, to the Noteholders, the Green Loan Deficiency Principal Distribution Amount, if any, for such Payment Date; 60 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 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 replacing the Servicer), with respect to the Mortgage Loan any such amounts not paid 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 Noteclause FIRST; ELEVENTH, to the related Non-Lead Securitization Note Holder Issuer, any remaining amounts free and (y) following clear of the securitization lien of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementthis Indenture.

Priority of Payments. Each The B Note and the rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to the B Note shall at all times be junior, subject and subordinate to the A-B Note and the right of equal prioritythe Note 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 further described below: (a) If no portion of either Note Sequential Pay Event, as determined by the applicable Servicer, shall have priority or preference over any portion of the other Note or security therefor. All 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating to reimbursement of Servicing Advances and P&I Advances on the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofLead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable pursuant to 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges to pay accrued and unpaid interest on the A Notes (as defined 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 at the applicable Net Note Rate; (iv) fourth, to the Note A-B Holder (A) first, 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 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, in each case until its Note Principal Balances has 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 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 at the applicable Net Note Rate; (vii) seventh, to the Note B Holder (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 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, in each case until its Note Principal Balances has been reduced to zero; (viii) eighth, 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; (ix) ninth, 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 allocated paid to the Notes 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 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 applied first(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 reducethe extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing Agreement; and (xi) eleventh, on a 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)-(x), any remaining amount shall be paid pro rata basisto 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. (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 amounts payable on each Note by Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the amount necessary Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to pay be applied to the Master Servicer, restoration or repair of a Mortgaged Property or released to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances 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, second(4) all amounts that are then due, payable or reimbursable to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master any Servicer, Trustee, Non-Lead Master Servicer Certificate Administrator or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 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 specified are set forth in the Lead Securitization Servicing Agreement) and finally, ): (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 the case of the remaining an amount of Penalty Charges allocable equal to the Lead Securitization Note, be paid to accrued and unpaid interest on the Master Servicer and/or applicable Note Principal Balances at the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and 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 case 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 an amount equal to the accrued and unpaid interest on the Note Principal Balance of Penalty Charges allocable the B Note at the applicable Net Note Rate; (viii) eighth, to any Nonthe 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-Lead Securitization B Note and finally the B Note, be paid, ; (x) prior to the securitization of such Notetenth, to the related Non-Lead Securitization Note Holder and (y) following extent late fees, assumption or transfer fees actually paid by the securitization of such Note, Mortgage Loan Borrower are not required to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in 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 principal balances; (xi) eleventh, 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(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 (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, Condemnation Proceeds, or Insurance 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), 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-4A-3, Note A-5 A-4 or Note A-6 A-5 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-A-▇, ▇▇▇▇ ▇-▇, Note A-4A-3, Note A-5 A-4 or Note A-6A-5, as applicable, and (ii) any Servicing Fees servicing fees due to the Master Servicer in excess of any the related Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees servicing fees calculated at the Servicing Fee Rate primary servicing fee rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing AgreementAgreement or any applicable primary servicing agreement) to any Servicer (or the Trustee as successor to the Servicer), 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(d5(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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 Holders on a Pro Rata and Pari Passu Basis. 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.

Priority of Payments. Each Note (a)(I) As long as no Early Amortization Commencement Date has occurred and is then continuing, funds on deposit in the Collection Account shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 distributed in the form 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 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 fees due under the terms of the Mortgage Loan Documents)related Contract) deposited into the Collection Account; (ii) to the Partnership in an amount equal to any unreimbursed Partnership Advances; (iii) pro rata and pari passu, but excluding (x) to the Agent’s Bank in an amount equal to the Agent’s Bank Fees and indemnities which were accrued and unpaid as of the last day of the 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 (y) to the Custodian in an amount equal to the Custodian Fees and indemnities which were accrued and unpaid as of the last day of the preceding month together with such reasonable out of pocket expenses as were due to the Custodian under the terms of Custodial Agreement and unpaid as of the last day of the preceding month, and (z) to the Backup Servicer in an amount equal to the Backup Servicer’s Fees and indemnities which are accrued and unpaid as of the last day of the 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, provided, that the total cumulative amount of indemnities payable after the Closing Date under this clause (iii) will not exceed $100,000 per annum; (iv) to the Partnership (as agent for the Servicer), or, if LEAF Financial Corporation is no longer the Servicer, to the Servicer in an amount equal to the Servicing Fee which is accrued and unpaid as of the last day of the preceding month; (v) If the Backup Servicer is the Servicer, to 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 for required reserves or escrows required which are due and payable by the Mortgage Loan Documents 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 extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account applicable Qualifying Interest Rate Hedge (net of recoveries in respect of property protection expenses or Servicing Advances then all amounts which are due and payable or reimbursable by such Qualifying Hedge Counterparty 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 Borrower on 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), with respect to the Mortgage Loan Remittance Date pursuant to the Lead Securitization Servicing Agreement terms of such Qualifying Interest Rate Hedge); (including without limitation, any additional trust fund expenses relating vii) to the Mortgage Loan Agent for the account of the Lender in an amount equal to the Facility Fees; (but subject viii) to second paragraph the Agent for the account of Section 5(dthe Qualifying Hedge Counterparty under each Qualifying Interest Rate Hedge in an amount equal to (and for the payment of) hereof) and any Special Servicing Feesall fees, Liquidation Feesexpenses, Workout Feestermination payments, Penalty Charges indemnification payments, tax payments or other amounts (to the extent provided in the immediately following paragraph), amounts not previously paid hereunder) which are due and payable by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable to such Qualifying Hedge Counterparty on such Remittance Date, pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 Agreementapplicable Qualifying Interest Rate Hedge; (ix) to 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, secondthe Agent, the Servicer or any Affected Party hereunder and Yield maintained pursuant to Section 2.06(a) (other than those specified in clause (xii) below); (xi) pro rata and pari passu, to reduce, on a pro rata basisthe Agent’s Bank, the respective amounts payable on each Note by Custodian and the amount necessary to pay the Master Backup Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 described in clause (iii) above that remain unpaid; and (xii) as 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, any amount remaining in the Collection Account shall be distributed (or retained in the Collection Account) as directed by the amount necessary to pay additional trust fund expenses Borrower as follows: (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees1) incurred with respect to the Mortgage Loan Borrower to fund the purchase of Eligible Receivables pledged by the Borrower to the Agent hereunder, (as specified 2) to the Lender to reduce the Facility Amount, (3) to the Borrower for general corporate purposes or (4) to be retained in the Lead Securitization Servicing Agreement) and finally, (i) Collection Account for distribution on the next Remittance Date 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 priority set forth 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 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.this Section 2.06(a);

Priority of Payments. Each Note shall be of equal priorityOn each Business Day, subject to the terms and no portion of either Note shall have priority or preference over any portion conditions of the other Note or security therefor. All Current Spread Custodial Account Control Agreement, Seller (or, after the delivery of an access termination notice pursuant to the Current Spread Custodial Account Control Agreement, Purchaser) will direct the Bank to apply the monies in the Third Party Controlled Current Spread Custodial Account in the following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Business Day: (a) first, from amounts tendered in the Third Party Controlled Current Spread Custodial Account attributable to Servicing Agreement termination payments made by the Mortgage Loan Borrower or otherwise available for payment on or Agency with respect to or in connection with any Mortgage Loans, pro rata, (A) the Mortgage Loan or Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Mortgaged Property or amounts realized as proceeds thereofRetained Servicing Spread Percentage of such termination payments to Seller; provided, whether received in that (I) prior to the form distribution to Purchaser of Monthly Paymentsany termination payments pursuant to clause (A), the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to such termination payments shall be applied first, to the restoration or repair payment to Seller of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), 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 any Purchaser Enforcement Expenses then due and payable or reimbursable and then, to the Trustee or payment of any Servicer under the Lead Securitization Servicing Agreement indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 10.02, and (yII) 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 prior to the Master Servicer in excess distribution to Seller of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable termination payments pursuant to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer clause (or the Trustee as successor to the ServicerB), 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), such termination payments shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement payment of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing AgreementSeller Enforcement Expenses then due and payable, second, to reducethe 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 Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; (b) second, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to a BofA-Repurchase Payment, (A) the Purchaser Repurchase Allocation Amount to Purchaser and (B) Seller Repurchase Allocation Amount to Seller; (c) third, on any Business Day from and including the first Business Day of a pro rata basiscalendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the respective amounts Base Servicing Fee payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party a prior Collection Period for Nationstar-Serviced Mortgage Loans to Seller; (if and as specified d) fourth, on each Distribution Date, to the extent not previously paid to Seller in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicableaccordance with Section 3.04(c), third, any accrued and unpaid Base Servicing Fee payable in connection with Nationstar-Serviced Mortgage Loans to reduceSeller; (e) fifth, on a each Distribution Date, pro rata basisrata, (A) to Purchaser, any Current Excess Servicing Spread for the amounts payable on each Note by the amount necessary to pay additional trust fund expenses prior Collection Period (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect the portion thereof consisting of termination payments made pursuant to the Mortgage Loan (as specified in the Lead Securitization Servicing AgreementSection 3.04(a) and finally, (i) in the case portion thereof consisting of the remaining amount of Penalty Charges allocable payments made pursuant 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 Section 3.04(b)); and (iiB) in to Seller, any Retained Servicing Spread for the case prior Collection Period (other than the portion thereof consisting of termination payments made pursuant to Section 3.04(a) and the remaining amount portion thereof consisting of Penalty Charges allocable payments made pursuant to any Non-Lead Securitization NoteSection 3.04(b)); provided, be paid, that (xI) prior to the securitization distribution to Purchaser of such Noteany Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to the related Non-Lead Securitization Note Holder payment to Seller of any Purchaser Enforcement Expenses then due and (y) following the securitization of such Notepayable and then, to the Master Servicer and/or payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 10.02, and (II) prior to the Special Servicer as additional servicing compensation as provided 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 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 Lead Securitization Servicing AgreementCurrent Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and (f) sixth, on each Distribution Date, to Seller, any other amounts remaining on deposit in the Third Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available funds to an account designated by Purchaser or Seller, as applicable.

Priority of Payments. Each Note shall be of equal priority, B and no portion of either Note shall have priority or preference over any portion the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note or security thereforB 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, Loan or Insurance and 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 ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), 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) to and distributed by the Notes 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. For clarification purposes, Penalty Charges (as defined to each Note A Holder in the Lead Securitization Servicing Agreement) paid shall be allocated an amount equal to the Notes 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 and applied firstbased on the outstanding principal balances of each Note A, to reduceeach 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, 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 basisinterest therein, based on the product of the Note A Percentage Interests multiplied by its Relative Spread; (e) fifth, to the 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; (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 the Note B Holder in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interest multiplied by its Relative Spread; (h) eighth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts payable on each Note by the amount necessary required 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 be applied in accordance with the terms foregoing clauses (a)-(g) and, as a result of a Workout the Note Principal Balance for each Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance for each Note B as a result of such Workout, plus interest on such amount at the related Note B Rate; (i) ninth, 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, secondincluding, without limitation, to reduceprovide 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 a their respective Percentage Interests; and (j) 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 (a)-(i), any remaining amount shall be paid pro rata basis, the respective amounts payable on to each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if A Holder 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 B Holder in accordance with their respective initial Percentage Interests. All expenses and losses relating to the amount necessary to pay additional trust fund expenses (other than Mortgage Loan and the Mortgaged Property, including without limitation losses of principal and interest, Servicing Advances, advance interest, Special Servicing Fees, unpaid Workout Liquidation Fees and Liquidation 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) incurred with respect applied to reduce the principal balance of the Mortgage Loan (as specified shall be reimbursed in Sequential Order after all amounts of interest and principal have otherwise been paid in full on all the Lead Securitization Servicing Agreement) and finally, (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 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 AgreementNotes.

Priority of Payments. Each The Note B and the rights of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to each A Note and the right of equal prioritythe Note A Holders to receive payments of interest, principal and other amounts with respect to such A Note, in each case, as further described below: (a) If no portion of either Note Sequential Pay Event, as determined by the applicable Servicer, shall have priority or preference over any portion of the other Note or security therefor. All 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (y4)(a) 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 (Servicer, Certificate Administrator or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating to reimbursement of Servicing Advances and P&I Advances on the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofLead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable pursuant 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 Servicing Agreement), shall be applied by the Note(s) and any Non-Lead Securitization Note Holder (if made by the Non-Lead Master Servicer or its designeethe 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. For clarification purposes, Penalty Charges 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 defined are set forth in the Lead Securitization Servicing Agreement): (i) paid shall be allocated 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 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 the Note B (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 at the applicable Net Note Rate; (v) 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 and applied firstthen the B Note; (vii) seventh, to reducethe extent late fees, on a pro rata basis, the amounts payable on each Note assumption or transfer fees actually paid by the amount necessary Mortgage Loan Borrower are not required to pay be otherwise applied under the Master ServicerLead Securitization Servicing Agreement, including, without limitation, to compensate a Servicer under the Trustee Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the Special Servicer for extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note A-1 Holder, Note A-2 Holder and Note A-3 Holder, pro rata, based on their respective initial 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 Advances Agreement; and (ix) ninth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and reimbursement not otherwise applied in accordance with the foregoing clauses (i)-(viii), 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. (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 Servicing Advances 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 Lead Securitization Servicing Agreement, secondMortgage Loan Documents, to reduce, on a pro rata basis, the respective amounts payable on each Note extent permitted by the amount necessary REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to pay the Master Servicerextent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, Trustee, (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 or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 under the Lead Securitization Servicing Agreement and (ii4)(a) in all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the case Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I Advances on the remaining amount of Penalty Charges allocable Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead Securitization Note, be paid, Master Servicer (xor Non-Lead Trustee) prior 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 securitization of such Note, to the related Lead Securitization Note(s) and any Non-Lead Securitization Note Holder and (yif made by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) following deemed non-recoverable may be reimbursed from collections on the securitization of such NoteMortgage Loan, first to ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances with respect to the Master 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 and/or in the Special Servicer following order of priority without duplication (and payments shall be made at such times as additional servicing compensation as provided 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 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 principal balances; (ix) ninth, 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(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 (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. Each Note shall be of equal priorityAny rents, issues, deposits, profits and no portion of either Note shall have priority or preference over any portion avails of the other Note Property received by Lender after taking possession of all or security therefor. All amounts tendered by any part of the Mortgaged Property, or pursuant to any assignment thereof to Lender under the provisions of this Mortgage Loan Borrower and prior to any foreclosure sale or otherwise available the 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 and 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 (including, without limitation, reasonable compensation to Lender, any receiver of the Mortgaged Property, any agent or released agents to whom management of the 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 insurance hereinabove authorized); (b) taxes, assessments for municipal improvements, water and sewer charges now due or that may hereafter become due on the Mortgaged Property, or that may become a lien thereon prior to the lien of this Mortgage; (c) any and all repairs, decorating, renewals, replacements, alterations, additions, betterments and improvements of the Mortgaged Property (including, without limitation, the cost, from time to time, of installing or replacing any personal property therein, and of placing the Mortgaged Property in such condition as will, in the judgment of Lender or any receiver thereof, make it readily rentable or saleable); (d) any indebtedness secured by this Mortgage Loan or any deficiency that may result from any foreclosure sale pursuant hereto; and (e) any remaining funds to Borrower or its successors or assigns, as their interests and rights may appear. Any rents, issues, deposits, profits and avails of the Property received by Lender after any foreclosure sale or the execution and delivery to Lender of a deed in lieu of foreclosure for the Mortgaged Property in accordance with the terms of the Mortgage Loan Documents)Paragraph 4.03, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (shall belong 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 Lender (or the Trustee purchaser at such foreclosure sale or the grantee in the deed in lieu of foreclosure, as successor to the Servicer), 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) hereofcase may be) 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 shall have no claim or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 Agreementthereto.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion (a) Notwithstanding the terms of the other Note 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 Junior Notes Trustee hereby agrees that it will not accept any payment or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or distribution with respect to 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 not make a Change of Control Offer or a Net Proceeds Offer (and the 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 ISDA Obligations is extended past the maturity date of the Junior Notes with the 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 and 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)), but excluding no payment or distribution on the Junior Notes shall be made by Holdings (xor any Pledgor) all amounts for required reserves or escrows required accepted by the Mortgage Loan Documents 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 of, the Escrow Amount in the Escrow Account; and (ii) Upon written notice from the Facility Agent of the cure or waiver of any ISDA Default, Holdings may make, and the Junior Notes Trustee may receive, any payments of the Junior Notes (on a non-accelerated basis) 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 property protection expenses or Servicing 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 Trustee or make 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), payment with respect to the Mortgage Loan pursuant Junior Notes by reason of the operation of this Section 3.1 shall not be construed as preventing the occurrence of a default or event of default under the Junior Notes Documents. (e) The Pledgors shall not undertake, and 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 date of this Agreement, provided that, subject to the Lead Securitization Servicing Agreement (including without limitationJunior Indenture, all Subsidiaries of Holdings that at any additional trust fund expenses relating time guarantee the ISDA Obligations will also guarantee the Junior Notes, subject to the Mortgage Loan subordination and standstill terms set out herein. (but subject to second paragraph of Section 5(df) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to To the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees there is any conflict between this Section 3.1 and any other additional compensation payable pursuant to the Lead Securitization Servicing section of this Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement provisions 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 Agreementthis Section 3.1 shall govern.

Priority of Payments. Each Note (a) Until the Collection Date, the ING Obligations are hereby, and shall continue to be, subject and subordinate in priority and payment to the Obligations, as set forth under SECTION 6.11 of the Triple-A Purchase Agreement, PROVIDED, however, that Triple-A and the Seller shall not amend SECTION 6.11 of the Triple-A Purchase Agreement to change the priority of payment 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, no payment shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or made with respect to any Collections on account of the ING Obligations, and ING shall not take or receive any Collections, directly or indirectly, in cash or other property or by setoff or in connection with any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Mortgage Loan ING Obligations, unless and until the Collection Date has occurred. Notwithstanding any provision in any other section of this ING Purchase Agreement to the contrary, ING hereby acknowledges and agrees that the Seller's payment obligations under this Agreement shall be without recourse to the Seller or the Mortgaged Property or amounts realized as proceeds thereof, whether received in Purchased Assets except to the form extent of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit funds or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to proceeds thereof which may be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower allocated for payment thereof in accordance with the terms provisions of SECTION 6.11 of the Mortgage Loan Documents)Triple-A Purchase Agreement, but excluding (x) all amounts for required reserves and shall be without recourse to Triple-A or escrows required by the Mortgage Loan Documents (any of its assets except to the extent, in accordance with the terms extent of the Mortgage Loan Documentsproceeds 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 ING Obligations shall not be 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 be held as reserves or escrows or received as reimbursements on account of recoveries such Section. (b) If ING shall receive any cash distributions in respect of property protection expenses any Collections in excess of what ING is entitled to pursuant to SECTION 6.11 of the Triple-A Purchase Agreement, ING shall hold the same in trust, as trustee, for the benefit of Triple-A and shall promptly deliver the same to or Servicing Advances then due and payable or reimbursable to at the Trustee or any Servicer under direction of Triple-A in precisely the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable form received (except for the endorsement or assignment thereof by ING) without recourse or warranty. (ic) Until ninety-one days after the Collection Date, ING hereby covenants and agrees that it will not take any reimbursements Enforcement Action or, without the prior written consent of P&I Advances (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. ING hereby appoints the Collateral Agent as its agent, 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 grants to the Master Servicer Collateral Agent an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to ING in excess connection with any case by or against the Seller under the Bankruptcy Code, or any state bankruptcy, insolvency or similar law, including without limitation, the right to vote to accept or reject a plan, to file a claim, to make any election under Section 1111(b) 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), Bankruptcy Code with respect to the Mortgage Loan pursuant ING Receivable Interests and to file a motion to modify 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 automatic stay with respect to the Mortgage Loan Purchased Assets. (as specified d) ING covenants and agrees that it will not institute against Triple-A, or join any other Person in the Lead Securitization Servicing Agreement) and finallyinstituting against Triple-A, (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 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 AgreementInsolvency Proceeding under bankruptcy law or under any similar federal or state law.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, or Insurance 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), 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 A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6A-3, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess of any 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, a Non-Lead Master Servicer or a Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 a Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Each Note The Master Servicer shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 Loanapply, or Insurance 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), 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 written instruction to the Trustee or any Servicer under shall cause the Lead Securitization Servicing Agreement and (y) all amounts Trustee to apply on each Payment Date Available Funds for that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect Payment Date on deposit in the Collection Account to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out of make the following payments and collections allocable in the following order of priority: FIRST, to Note ▇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 replacement of the 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 Series 2002-▇1; SECOND, ▇▇▇▇ ▇-▇if the Master Servicer is not Cendant Timeshare Resort Group--Consumer Finance, Note A-4Inc. or an affiliate of Cendant, Note A-5 to the Master Servicer, in payment of the Monthly Master Servicer Fee and, whether or Note A-6not Cendant Timeshare Resort Group--Consumer Finance, as applicableInc. or another affiliate of Cendant is then the Master Servicer, (ii) any Servicing Fees due to the Master Servicer in excess reimbursement of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable unreimbursed Master Servicer Advances; THIRD, to the Mortgage Loan as set forth in Hedge Provider under the Lead Securitization Servicing Hedge Agreement) , Net Hedge Payments; FOURTH, to any Servicer (or each Noteholder, the Trustee as successor Notes Interest for the current Payment Date and NPA Costs payable to the Servicer), 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 (such Noteholder to the extent provided due and payable and not included in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees Monthly Interest and any other additional compensation payable pursuant to Overdue Interest from prior periods (and interest thereon); FIFTH, if the Lead Securitization Servicing Agreement)Master Servicer is Cendant Timeshare Resort Group--Consumer Finance, shall be applied by the Lead Securitization Note Holder (Inc. or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied firstanother affiliate of Cendant, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Monthly Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, secondFee; SIXTH, to reduce, on a pro rata basisthe Noteholders, the respective amounts payable on each Note by Monthly Principal for such Payment Date, as described in Section 6.02; SEVENTH, if the amount necessary on deposit in the Reserve Account is less than the Required Reserve Amount, to pay the Master ServicerReserve Account, Trusteeall remaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made during a Liquidity Reduction Amortization Period, with respect to such 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 to which a Liquidity Reduction Event has occurred 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, lesser of (i) in the case of the remaining aggregate outstanding principal 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 such Note and (ii) in the case such Notes’ pro rata share of the remaining amount Available Funds; for such purposes the pro rata share shall be determined on the basis of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization outstanding principal amounts of such Note, to Notes as of the related Non-Lead Securitization Note Holder dates their respective Liquidity Reduction Amortization Period commenced and (y) following the securitization sum of such Note, to the Master Servicer and/or Notes Principal Amount of all Notes then in a Liquidity Reduction Amortization Period calculated as of the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.dates their respective Liquidity Reduction Amortization Periods commenced; and

Priority of Payments. Each Note On each Payment Date, the Collateral Agent shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 apply all funds in the form Collection Account (together with any proceeds from interest Rate ▇▇▇▇▇▇ and insurance policies) in the following order 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 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 priority in accordance with the terms Monthly Report relating to such Payment Date: (a) for the account of the Mortgage Loan Documents)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, but excluding that the aggregate amount of Administrative Costs paid to the Borrower under this clause (xa) all amounts during any annual period shall not exceed the Annual Administrative Expense Cap; (b) to the Sales and Servicing Agent, the Sales and Servicing Fee; (c) to the Sales and Servicing Agent, as payment for required reserves or escrows required Distribution Fees allocable to the Eligible Titles that are due and owing and which shall be paid by the Mortgage Loan Documents Sales and Servicing Agent upon the receipt of funds from the Collection Account; (d) to the extentSales and Servicing Agent, in accordance with as payment for all Residuals and Participations allocable to the terms 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 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 Liquidity Reserve Shortfall, if any; (h) to each Lender, so long as the Revolving Commitment Termination Date has not occurred, such Lender’s Outstanding Pro Rata Share of any Borrowing Base Deficiency; otherwise, such Lender’s Outstanding Pro Rata Share of the Mortgage Loan Documentsaggregate outstanding Loans; (i) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances the Lenders, all other Obligations then due and payable or reimbursable to the Trustee or Lenders; (j) for the account of the Borrower for the payment of any Servicer under invoiced Administrative Costs of the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except Borrower for (i) any reimbursements which the Borrower has provided copies 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 invoices 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 Administrative Agent and the Servicing Fee Rate applicable Collateral Agent and which remain unpaid after giving effect to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreementclause (a) to any Servicer hereunder; and (or the Trustee as successor to the Servicer), 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 Holder (or its designeek) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 AgreementBorrower’s Account.

Priority of Payments. Each 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 shall be of equal priorityTrustee and the 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 portion order of either Note shall have 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 preference over 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 portion third party creditors of the other Note or 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, or Insurance and 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 relevant Issuer Swap Provider(s) (if any) in respect of the 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 property protection expenses or Servicing 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 Trustee or any Servicer under the Lead Securitization Servicing Agreement and relevant Issuer Swap Provider(s) (yif any) 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), 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 the related Series of Class M Notes (including any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designeetermination payment but excluding any Issuer Swap Excluded Termination Amount) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 Agreementrelevant Issuer Swap Agreement(s); (ii) to pay interest due and payable on the related Series of Class M Notes; (H) eighth, secondfrom 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 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 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 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 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, after taking account of any replenishment of the Issuer Reserve Fund on that Payment Date from Issuer Available Principal Receipts, to reducecredit the Issuer Reserve Ledger up to an amount no less than the Issuer Reserve Required Amount; (K) eleventh, on a pro rata basis, in no order of priority among them but in proportion to the respective amounts payable on each Note by the amount necessary to pay the Master Servicerdue, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, towards payment of: (i) in the case of the remaining amount of Penalty Charges allocable interest amounts due to the Lead Securitization NoteStart-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, be paid in no order of priority among them but in proportion to the respective amounts due, to 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 Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case Issuer an amount equal to 0.01% per annum of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Noteinterest received under the Global Intercompany Loan, which will be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to retained by the Master Servicer and/or the Special Servicer Issuer as additional servicing compensation as profit, less corporation tax in respect of those profits provided in the Lead Securitization Servicing Agreementfor or paid at item (C) above.

Priority of Payments. Each Note The Servicer shall be 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 equal priority: FIRST, and no portion of either Note shall have priority or preference over any portion to the Trustee in payment of the other Note sum of (x) the Monthly Trustee Fees for the related Due Period and any unpaid Monthly Trustee Fees for a previous Due Period, (y) the Capped Monthly Trustee Expenses for such Payment Date and (z) in the event of a Servicer Default and the replacement of the Servicer with the Trustee or security therefor. All amounts tendered by a Successor Servicer, the Mortgage 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, the Hedge Payments; FOURTH, to each 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 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 Reserve Required Amount; EIGHTH, to the Noteholders, the Green Loan Borrower or otherwise available 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 on or of any reasonable expenses and costs under each of the Facility Documents to which the Trustee is a party, including with respect to or in connection with replacing the Mortgage Loan or the Mortgaged Property or Servicer, any such amounts realized as proceeds thereofnot paid pursuant to clause FIRST; ELEVENTH, 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair Letter of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents)Credit Bank, 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 fees and expenses related to the Letter of P&I Advances (Credit 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 amounts which have been drawn under the Letter of Credit and any interest due to thereon; provided, however, if the Master Servicer notifies the Trustee in excess of writing that 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be have been paid to the Master Servicer and/or Letter of Credit Bank by a third party, then the Special Servicer Trustee shall reimburse such payments to such third party as additional servicing compensation as provided in directed by 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 NoteServicer; TWELFTH, to the related Non-Lead Securitization Note Holder Issuer, any remaining amounts free and (y) following clear of the securitization lien of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementthis Indenture.

Priority of Payments. Each Note (a) On each Business Day during the Revolving Period, Collections received and not previously applied pursuant to this Section 2.12(a) shall be (i) first, paid by the Servicer to the applicable Credit Insurer in the amount of any Credit Insurance Premiums due and payable on such Business Day, to the extent such Credit Insurance Premiums have not been paid (or provision for payment thereof made to the reasonable satisfaction of the Administrative Agent) by or on behalf of the Originator, (ii) second, paid by the Servicer to the Purchasers pro rata (based on the aggregate Funded Purchase Prices attributable to the Purchasers), in the amount, if any, required to reduce the Aggregate Funded Purchase Price to equal prioritythe Maximum Aggregate Funded Purchase Price determined as at the most recent Settlement Date, and no portion (iii) third, deposited by the Servicer into the Collection Account until the amount so deposited equals the amount of either Note any reduction in the Aggregate Funded Purchase Price elected to be made by the Seller on the following Cash Reduction Date pursuant to Section 2.03(b). Any remaining Collections received during the Revolving Period shall have priority or preference over any portion be applied by the Servicer for the account of the other Note Purchasers to the provisional payment (subject to the proviso to this sentence) to the Seller (or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise Originator for the account of the Seller) in respect of the Seller’s payments of the Buyer Purchase Prices to the Originator, of (x) first, the Incremental Purchase Prices for Receivables Assets arising since the preceding Business Day (each such payment, a “Reinvestment”) and (y) second, any unpaid Deferred Purchase Price, subject in either case to the applicable conditions precedent set forth in Section 3.02; provided that the Seller hereby agrees to return and deposit in immediately available for payment on or funds into the Collection Account, no later than the next Settlement Date, an amount equal to the Excess Payment, if any, with respect to such Settlement Date. (b) On each Settlement Date during the Revolving Period, (x) all Collections with respect to the related Settlement Period not previously paid to a Credit Insurer, the Purchasers or the Seller pursuant to Section 2.12(a), together with any Excess Payments received from or for the account of the Seller with respect to such Settlement Date (collectively, with respect to such Settlement Date, the “Available Collections”), shall be transferred by the Servicer for the account of the Seller to the Collection Account, and (y) the Servicer shall pay to the following Persons from the Collection Account, to the extent of the Available Collections, the following amounts in connection accordance with the Mortgage Loan relevant Monthly Report, in the following order of priority: (i) FIRST, to the Credit Insurers pro rata (based on the amounts then due and payable) an aggregate amount equal to any Credit Insurance Premiums then due and payable, to the extent such Credit Insurance Premiums have not been paid (or provision for payment thereof made to the reasonable satisfaction of the Administrative Agent) by or on behalf of the Originator, for the payment thereof; (ii) SECOND, on a pari passu basis, (A) to the Purchasers pro rata (based on the amounts then due and payable to the Purchasers) an aggregate amount equal to accrued and unpaid Yield, and (B) to the Administrative Agent an amount equal any Administrative Agent Fee due and payable on such Settlement Date for the payment thereof; (iii) THIRD, to the Servicer, if it is not an Affiliate of a Company Party, an amount equal to the accrued and unpaid Servicing Fees for the payment thereof; (iv) FOURTH, to the Purchasers pro rata (based on the aggregate Funded Purchase Prices attributable to the Purchasers), the Reduction Amount for such Settlement Date, to give effect to any reductions of the Aggregate Funded Purchase Price elected to be made by the Seller pursuant to Section 2.03(b); (v) FIFTH, if, after giving effect any reduction thereof pursuant to clause (iv) above, the Aggregate Funded Purchase Price exceeds the Maximum Aggregate Funded Purchase Price, to the Purchasers pro rata (based on the aggregate Funded Purchase Prices attributable to the Purchasers), the amount, if any, required to reduce the Aggregate Funded Purchase Price to equal the Maximum Aggregate Funded Purchase Price, to reduce the Aggregate Funded Purchase Price; (vi) SIXTH, on a pari passu basis, to the applicable Purchaser, Administrative Agent or Related Party thereof pro rata (based on the amounts then due and payable) an aggregate amount equal to all other amounts then due and payable to any Purchaser, Administrative Agent or Related Party for the payment thereof (any such amounts owing to a Related Party thereof to be paid to the applicable Purchaser for its own account or for distribution by it to such Related Party, as applicable); (vii) SEVENTH, to the Seller in respect of Reinvestments; (viii) EIGHTH, to the Seller in respect of outstanding Deferred Purchase Price; and (ix) NINTH, after the Deferred Purchase Price for all Receivables Assets shall have been paid in full, to the Seller as a return on the Deferred Purchase Price outstanding from time to time in accordance with Section 2.04(b). (c) On each Business Day on or after the Facility Termination Date, all Collections not previously paid to a Credit Insurer, the Purchasers or the Mortgaged Property Seller pursuant to Section 2.12(a), and any Excess Payments received from or amounts realized as proceeds thereof, whether received in for the form account of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter Seller not previously deposited into the Collection Account shall be deposited by the Servicer for the account of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds Seller into the Collection Account. On each Business Day (other than proceedsa Settlement Date) on and after the Facility Termination Date, awards the Servicer shall pay to the Credit Insurers pro rata (based on the amounts then due and payable) an aggregate amount equal to any Credit Insurance Premiums then due and payable, to the extent such Credit Insurance Premiums have not been paid (or settlements provision for payment thereof made to the reasonable satisfaction of the Administrative Agent) by or on behalf of the Originator, for the payment thereof. On each Settlement Date on or after the Facility Termination Date through and including the Final Date, the Servicer shall pay to the following Persons, from the Collection Account, to the extent of available funds therein, the following amounts in accordance with the relevant Monthly Report, in the following order of priority: (i) FIRST, to the Credit Insurers pro rata (based on the amounts then due and payable) an aggregate amount equal to any Credit Insurance Premiums then due and payable, to the extent such Credit Insurance Premiums have not been paid (or provision for payment thereof made to the reasonable satisfaction of the Administrative Agent) by or on behalf of the Originator, for the payment thereof; (ii) SECOND, first to the Administrative Agent any amounts then payable to the Administrative Agent pursuant to Section 9.07(a) for the payment thereof, and then to the Purchasers pro rata (based on the amounts paid and not reimbursed), any amounts paid by, and not previously reimbursed to, the Purchasers to the Administrative Agent pursuant to Section 9.07(a) for the reimbursement thereof; (iii) THIRD, on a pari passu basis, (A) to the Purchasers pro rata (based on the amounts then due and payable to the Purchasers) an aggregate amount equal to accrued and unpaid Yield for the payment thereof, and (B) to the Administrative Agent an amount equal any Administrative Agent Fee due and payable on such Settlement Date for the payment thereof; (iv) FOURTH, to the Servicer, if it is not an Affiliate of a Company Party, an amount equal to the accrued and unpaid Servicing Fees for the payment thereof; (v) FIFTH, to the Purchasers pro rata (based on the aggregate Funded Purchase Prices attributable to the Purchasers), in an amount equal to the Aggregate Funded Purchase Price, to reduce the Aggregate Funded Purchase Price to $0.00; (vi) SIXTH, on a pari passu basis, to the applicable Purchaser, Administrative Agent or Related Party thereof pro rata (based on the amounts then due and payable) an aggregate amount equal to all other amounts then due and payable to any Purchaser, Administrative Agent or Related Party for the payment thereof (any such amounts owing to a Purchaser or Related Party thereof to be applied paid to the restoration applicable Purchaser for its own account or repair for distribution by it to such Related Party), as applicable; (vii) SEVENTH, to the Seller in respect of payment of outstanding Deferred Purchase Price; and (viii) EIGHTH, after the Deferred Purchase Price for all Receivables Assets shall have been paid in full, to the Seller as a return on the Deferred Purchase Price outstanding from time to time in accordance with Section 2.04(b). (d) In the event that a Transaction Account Control Event shall have occurred and the Administrative Agent shall have elected to exercise, or direct the Collateral Agent to exercise, its rights pursuant to an applicable Control Agreement to require the bank holding the Collection Account or the Lockbox Account, as applicable, to will comply with instructions originated by the Administrative Agent or the Collateral Agent, as applicable, directing disposition of the Mortgaged Property funds in such account without further consent by the Servicer or released the Seller, as applicable, the application of funds from such account pursuant to this Section 2.12 shall be made by the Mortgage Loan Borrower Administrative Agent in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required this Agreement instead of by the Mortgage Loan Documents Servicer. (e) Neither the Seller nor the Servicer on its behalf shall have any right to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements withdraw amounts 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 deposit in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee Collection Account except as successor to the Servicer), 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 expressly provided in the immediately following paragraph), amounts paid by the Borrower this Section 2.12 or elsewhere 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 this Agreement.

Priority of Payments. Each (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 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 Class A Target Condition is satisfied in respect of the Class A Note (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 equal priorityClass A Notes, to each such Holder) copies of the statement or statements provided to the Trustee by the Servicer pursuant to the Servicing Agreement with respect to such 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 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 withheld by the Trust under Applicable Law (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and no portion withholding payment of either Note such tax, if permitted by Applicable Law, pending the outcome of such proceedings); provided that the Trustee shall have priority or preference over not be responsible for determining whether any portion such tax is owed and may rely for such purposes on the written direction of the other Note Trust Depositor or security thereforServicer. All amounts tendered The amount of any withholding tax imposed with respect to a Holder shall be treated as 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 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), 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 Documents) to be held as reserves or escrows or received as reimbursements on account definition of recoveries “Event of Default” in respect Article I hereof and Section 6.04), in the absence of property protection expenses or Servicing Advances then due and payable or reimbursable any direction to the Trustee or 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 Servicer under time, to pay, in the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for following order of priority: (i) from the Cash Reserve Account, 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 applicableall expenses due under Sections 5.02(a)(ii)-(iv), (ii) any Servicing Fees due from the Payment Account (except to the Master Servicer 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 excess of full the expenses due under Sections 5.02(a)(ii)-(iv), any Non-Lead Securitization Note’s pro rata share of that portion 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 Servicing Fees calculated at liquidating distribution and (iii) from the Servicing Fee Rate applicable Payment Account (except to the Mortgage Loan as set forth in extent representing Split Payments or Term Certain Periodic Payments), to the Lead Securitization Servicing AgreementClass 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) to any Servicer and the Residual Interest Holder, pro rata, based on the Liquidation Value of the Class A Note (or the Trustee as successor 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 Servicer)Class A Noteholder (or, with respect to if there is more than one Class A Note, the Mortgage Loan pursuant to Holders of the Lead Securitization Servicing Agreement (including without limitationClass A Notes, any additional trust fund expenses relating to pro rata, based on the Mortgage Loan (but subject to second paragraph Percentage Interest 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 Class A Notes held by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreementsuch Holder), shall be applied 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 Lead Securitization Note Holder Trustee to the Residual Interest Holder. For the avoidance of doubt, any funds in any of the Accounts in respect of Split Payments or Term Certain Periodic Payments shall only be distributable in accordance with Section 5.02(e). (or its designeee) The Servicer, pursuant to the Servicing Agreement, shall direct the Trustee to promptly remit (i) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposesOriginator, Penalty Charges (as defined any funds in the Lead Securitization Servicing Agreement) paid shall be allocated to Payment Account or that come into the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement Trustee’s possession in respect 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 Term Certain Periodic Payments and (ii) to the Split Payment Account, any funds in the case Payment Account or that come into the Trustee’s possession in respect of Split Payments (it being understood and agreed that pursuant to the Servicing Agreement the Servicer, or the 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). (f) On the Class A Payoff Date, the Trustee shall distribute all funds remaining amount of Penalty Charges allocable in the Cash Reserve Account (after any required payments from such account on such Distribution Date to any Non-Lead Securitization Note, be paid, (x) prior to pay the securitization of such Noteexpenses listed in Sections 5.02(a)(ii)-(iv), to the related Non-Lead Securitization Note Holder and (yextent not previously paid) 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 AgreementResidual Interest Holder.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, Condemnation Proceeds, or Insurance 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), 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 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-4, Note A-5 or Note A-6 A-3 which may only be reimbursed out of payments and collections allocable to Note ▇-A-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, r Note A-4, Note A-5 or Note A-6A-3, as applicable, applicable and (ii) any Servicing Fees due to the Master Servicer in excess of any 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 (or the Trustee as successor to the Servicer), 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, Penalty Charges Default Interest (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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges Default Interest (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Advances and reimbursement of any Servicing Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges Default Interest 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 Default Interest allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, Condemnation Proceeds, or Insurance 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), 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 A-4 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, ▇ or Note A-4, Note A-5 or Note A-6, as applicable, and (ii) any Servicing Fees servicing fees due to the Master Servicer in excess of any the related Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees servicing fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing AgreementAgreement or any applicable primary servicing agreement) to any Servicer (or the Trustee as successor to the Servicer), 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(d5(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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note (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 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 of equal priority, and no portion of either Note shall have priority or preference over any portion provisionally available to the Servicer to be paid to the applicable Sellers on account of the other Note or security therefor. All amounts tendered Purchase Price due from the Borrower to such Sellers pursuant to Section 2.02(e) of the Receivables Sale Agreement, subject to any obligation of the Sellers to 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 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 and 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 relevant Periodic Report, in the following order of priority: (i) FIRST, pro rata (based on the Mortgage Loan Documentsaccrued and unpaid Interest and Unused Fees owed to each Lender Group), but excluding 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 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; (xii) all amounts SECOND, to the Servicer, if it is not an Affiliate of a Company Party, in an amount equal to the accrued and unpaid Servicing Fees for required reserves the payment thereof; (iii) THIRD, if the Outstanding Borrowings exceed the Maximum Advance Amount, 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 and pari passu basis, to each Lender in its Lender Group, to reduce the Outstanding Borrowings to be less than or escrows required equal to the Maximum Advance Amount; (iv) FOURTH, 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 and pari passu basis, to each Lender in its Lender Group, to reduce the Outstanding Borrowings to give effect to any optional principal prepayment elected to be made by the Mortgage Loan Documents Borrower pursuant to Section 2.02 of this Agreement (to the extentextent not previously paid from funds released for such purpose pursuant to Section 2.12(a)); (v) FIFTH, in accordance with the terms pro rata to each Secured Party for payment on a pro rata and pari passu basis 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 any other amounts then due and payable or reimbursable to the Trustee Secured Parties (any such amounts owing to Facility Agents or any Servicer under Lenders to be allocated pro rata based on the Lead Securitization Servicing Agreement aggregate amounts owed to the Lenders and (y) all amounts that are then due, payable 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 reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect distribution by such Facility Agent 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-6such Lenders, as applicable); (vi) SIXTH, (ii) any Servicing Fees due so long as all the conditions to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of an Advance would be satisfied on 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 Settlement Date, to the Servicer), with respect for distribution 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, applicable Sellers on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master 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 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, applicable Sellers on a pro rata basis, to pay amounts due from the respective amounts payable Borrower to the Sellers under the Subordinated Note 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 Servicing Fees for the payment thereof; and (ix) NINTH, to the Borrower or as the Borrower may direct. (c) On each Note Business Day on or after the 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 amount necessary 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 Settlement Date on or after the Facility 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 Master Servicerfollowing Persons, Trusteefrom the Concentration Account, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made to the extent of available funds, the following amounts in accordance with respect to such Note by such party (if and as specified the relevant Periodic Report, in the Lead Securitization Servicing Agreement or following order of priority: (i) FIRST, first to the Administrative Agent any Non-Lead Securitization Servicing Agreement, as applicableamounts then payable to the Administrative Agent pursuant to Section 9.05(a), third, and second to reducethe Lenders, on a pro rata and pari passu basis, the any amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Feespaid by, unpaid Workout Fees and Liquidation Fees) incurred with respect not previously reimbursed to, such Lenders to the Mortgage Loan Administrative Agent pursuant to Section 9.05(a); (as specified ii) SECOND, 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 and pari passu basis, to each Lender in the Lead Securitization Servicing Agreementits Lender Group, in an amount equal to any accrued and unpaid Interest and Unused Fees owed to such Lender for such Settlement Date; (iii) and finallyTHIRD, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization NoteServicer, if it is not an Affiliate of a Company Party, in an amount equal to the accrued and unpaid Servicing Fees for the payment thereof; (iv) FOURTH, 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 and pari passu basis, to each Lender in its Lender Group, in an amount equal to the 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 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 Master Servicer and/or account designated by the Special Servicer Facility Agent for such Lender Groups for retention by such Facility Agent or for distribution by such Facility Agent to such Lenders, as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and applicable); (iivi) 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 NoteSIXTH, to the related Non-Lead Securitization Note Holder 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 (yvii) following the securitization of such NoteSEVENTH, to the Master Borrower or as the Borrower may direct. (d) Neither the Borrower nor the Servicer and/or on its behalf shall have any right to withdraw amounts on deposit in the Special Servicer Concentration Account on dates other than a Settlement Date or otherwise than as additional servicing compensation as expressly provided in the Lead Securitization Servicing Agreementthis Section 2.12.

Priority of Payments. Each Note The Servicer shall be 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 equal priority: FIRST, and no portion of either Note shall have priority or preference over any portion to the Trustee in payment of the other Note sum of (x) the Monthly Trustee Fees for the related Due Period and any unpaid Monthly Trustee Fees for a previous Due Period, (y) the Capped Monthly Trustee Expenses for such Payment Date and (z) in the event of a Servicer Default and the replacement of the Servicer with the Trustee or security therefor. All amounts tendered by a Successor Servicer, the Mortgage 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, the Hedge Payments; FOURTH, to each 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 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 Reserve Required Amount; EIGHTH, to the Noteholders, the Green Loan Borrower or otherwise available 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 on or of any reasonable expenses and costs under each of the Facility Documents to which the Trustee is a party, including with respect to or in connection with replacing the Mortgage Loan or the Mortgaged Property or Servicer, any such amounts realized as proceeds thereofnot paid pursuant to clause FIRST; ELEVENTH, 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair Letter of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents)Credit Bank, 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 fees and expenses related to the Letter of P&I Advances (Credit 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 amounts which have been drawn under the Letter of Credit and any interest due to thereon; provided, however, if the Master Servicer notifies the Trustee in excess of writing that 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be have been paid to the Master Servicer and/or Letter of Credit Bank by a third party, then the Special Servicer Trustee shall reimburse such payments to such third party as additional servicing compensation as provided in directed by 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 NoteServicer; TWELFTH, to the related Non-Lead Securitization Note Holder Issuer, any remaining amounts free and (y) following clear of the securitization lien of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementthis Indenture.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered (i) Payments received by the Mortgage Loan MFC from Borrower or otherwise available for payment on or with respect to or the Loan, prior to a default by the Borrower and prior to MFC taking possession of any collateral pertaining to the Loan, shall be divided by MFC on a pro-rata basis pursuant to the respective Participation Ratios heretofore set forth herein. 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 which it has advanced where the Borrower has failed to make payments to MFC and expenses reasonably incurred by MFC 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair enforcement of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms Agreements and/or protection of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required by Collateral and 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, secured position therein. (ii) any Servicing Fees due to the Master Servicer in excess Following application 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 payments as set forth in sub paragraph (a) (i) hereof, MFC shall remit payment to ELK representing its share of such payment(s) based upon its respective __________ per cent Participation Percentage. Again, in the Lead Securitization Servicing Agreement) to any Servicer (or event the Trustee as successor to the Servicer)Loan becomes delinquent, with respect to the Mortgage Loan MFC shall apply payments pursuant to the Lead Securitization Servicing Agreement terms of this Agreement. Notwithstanding the foregoing, MFC shall first be paid all additional amounts which it has advanced to include monies previously advanced to ELK where the Borrower has failed to make payments to MFC and expenses reasonably incurred by MFC in connection with the enforcement of the Agreements and/or protection of the Collateral and the secured position therein. (including without limitation, b) In the event of a default under the Loan and MFC taking possession of any additional trust fund expenses relating Collateral pertaining to the Mortgage Loan (but subject to second paragraph and upon subsequent resale thereof, the priority of Section 5(d) hereof) payments shall be as follows: 1. First, MFC shall be paid all additional amounts which either has advanced for expenses reasonably incurred in connection with the enforcement of the Agreements and/or protection of the Collateral and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (the secured position therein; 2. Then to the extent provided in payment of the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable outstanding principal due to MFC on a pro-rata basis pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) Participation Percentages heretofore set forth herein; 3. Then to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in payment of accrued interest to MFC at the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as face rate specified in the Lead Securitization Servicing Agreement or Promissory Note (but not any Nondefault rate of interest) on a pro-Lead Securitization Servicing Agreementrata basis pursuant to the Participation Percentages heretofore set herein; 4. Then to MFC on a pro-rata basis for any late charges collected, as applicable)but only to MFC’s pro-rata share of such late charges collected; 5. Then, thirdthe balance, if any, to reduce, ELK for its pro-rata share of principal and accrued interest on a pro rata basis, the amounts payable on each Note by Loan at 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 Loan (as specified face rate set forth in the Lead Securitization Servicing Agreement) and finally, Promissory Note (i) in the case but not any default rate 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 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.interest);

Priority of Payments. Each Note (A) On each Payment Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 applied as proceeds thereof, whether received specified in the form preceding sentence) or, in any event, all payments received by Agent after an Event of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit Default has occurred and is continuing or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to during a Cash Trap Period shall be applied to the restoration Obligations ratably as follows: first, to pay any fees, indemnities, or repair of expense reimbursements including amounts then due to Agent from the Mortgaged Property Borrower; second, to pay any fees, indemnities or released expense reimbursements then due to Lenders from the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents)Borrower; third, 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 pay interest then due and payable or reimbursable to on 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied firstTerm Loans ratably; fourth, to reduceprepay principal on the Term Loans, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for including 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 NoteApplicable Prepayment Premium; fifth, to the related Non-Lead Securitization Note Holder payment of any other Obligation due to Agent or any Lender by the Borrower; and (y) following the securitization of such Notesixth, any balance to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing AgreementBorrower or any other Person legally entitled thereto.

Priority of Payments. Each Note FROM THE RP ESCROW ACCOUNT ----------------------------------------------- The Borrower agrees with the Lender that monies shall, with the prior written consent of the Lender, be debited from the RP Escrow Account in the following order of 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, for this purpose, the provisions of Clause 14.3(c) shall be ignored so that it shall be a requirement that the Borrower be in strict compliance with its obligations under Clause 14.3(b) of equal priority, and no portion this Agreement); (a) any interest earned in connection with monies standing to the credit of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered Accounts, it being agreed by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or Lender that interest earned in connection with the Mortgage Reserve Account and the US Escrow Account shall be credited to the RP Escrow Account; and (b) any and 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 on each of the Repayment Dates; and seventh, but without prejudice to any of the foregoing provisions, at any time after the date falling thirty (30) months after the making of the first Advance, any and all monies standing to the credit of the RP Escrow Account which are not (whether by the making of any prepayment of the Loan or otherwise) then required to enable the Mortgaged Property or amounts realized as proceeds thereofBorrower to comply with its obligations due at such time under this Agreement including, whether received in the form of Monthly Paymentswithout limitation, the Balloon Paymentobligations of the Borrower under Clause 14.3(b) and this Clause 14.3(d) and, Liquidation Proceedsfor the avoidance of doubt. after the date falling thirty (30) months after the making of the first Advance, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied Lender agrees to the restoration or repair release of the Mortgaged Property or released such surplus monies referred to the Mortgage Loan Borrower herein without need for its prior written consent in accordance with the terms of the Mortgage Loan Documents), 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), 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) provisions 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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, Condemnation Proceeds, or Insurance 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), 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 A-1 or Note A-6 A-2 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 A-1 or Note A-6A-2, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of any the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate “primary 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), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses 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, Penalty Default 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on each Note by 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, on a pro rata basis, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Default 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 Default Charges allocable to any the Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Each A Note shall be of equal priority, and no portion of either any A Note shall have priority or preference over any portion of the any other A Note or security therefor. All amounts tendered by The B Note and 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair rights of the Mortgaged Property or released Note B Holder to the Mortgage Loan Borrower in accordance with the terms receive payments of the Mortgage Loan Documents)interest, but excluding (x) all principal and other 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), with respect to the Mortgage Loan pursuant B Notes shall at all times be junior, subject and subordinate to the Lead Securitization Servicing Agreement (including without limitationA Notes and the right of the Note A Holders to receive payments of interest, any additional trust fund expenses relating principal and other amounts with respect to the A Notes. The Note Holders hereby agree that, for as long as the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Feesis outstanding, 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), Available Remittance Amount shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes in the following order of priority and at such times as are set forth in the Lead Securitization Servicing Agreement: (i) first, to the Note A Holders, on a Pro Rata and Pari Passu Basis (based on their respective entitlements in accordance with this clause), up to the amount of any unreimbursed costs and expenses paid or advanced by the Note A Holders with respect to the Mortgage Loan pursuant to, and reimbursable pursuant to, this Agreement or the Lead Securitization Servicing Agreement including, but not limited to, any outstanding Property Protection Advance (with advance interest thereon); (ii) second, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated each case in an amount equal to the Notes 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 and the Note A-3 Principal Balance, as applicable, at the related Interest Rate in effect, net of the applicable Servicing Fee Rate, until all such interest is paid in full; (iii) third, to the Note B Holder with respect to the B Note, 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 B Principal Balance, at the related Interest Rate, net of the applicable Servicing Fee Rate, until all such interest is paid in full; (iv) fourth, to 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, on a Pro Rata and Pari Passu Basis Basis, in an amount equal to the Note A-1 Principal Balance, the Note A-2 Principal Balance and applied firstthe 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 reducezero, and (ii) at any time that a Special Loan Event of Default has occurred and is continuing, on a pro rata basisPro Rata and Pari Passu Basis, in an amount equal to the Note A-1 Principal Balance, the amounts payable on each Note by A-2 Principal Balance and the amount necessary to pay Note A-3 Principal Balance, until such time as the Master ServicerNote A-1 Principal Balance, the Trustee or Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced to zero; (v) fifth, to the Note B Holder with respect to the B Note, (i) at any time that no Special Servicer for any interest accrued on any Servicing Advances Loan Event of Default has occurred and reimbursement is continuing, in an amount equal to all payments and prepayments of principal of the Mortgage Loan (exclusive of any Servicing Advances portion thereof applied pursuant to subclause (i) of clause fourth above), in an amount equal to the Note 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; (vi) sixth, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, any Yield Maintenance Premium due in accordance with the terms of Mortgage Loan Documents in connection with a payment or prepayment on the Lead Securitization Servicing Agreement, secondA Notes, to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party extent actually paid; (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), thirdvii) seventh, 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 B Holder with respect to the B Note, any Yield Maintenance Premium due in accordance with the Mortgage Loan Documents in connection with a payment or prepayment on the B Note, to the extent actually paid; (viii) eighth, to the Note A Holders with respect to the A Notes, on a Pro Rata and Pari Passu Basis, any late payment charges or interest at the Default Rate due in respect of the A Notes in accordance with the Mortgage Loan Documents (after application as specified provided in Section 4(c) and in the Lead Securitization Servicing Agreement), until all such amounts are paid; (ix) and finallyninth, (i) to the Note B Holder with respect to the B Note, any late payment charges or interest at the Default Rate due in the case respect of the remaining amount of Penalty Charges allocable to B Note in accordance with the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation Mortgage Loan Documents (after application as provided in the Lead Securitization Servicing Agreement Section 4(c) 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 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), until all such amounts are paid; and (x) tenth, to the Note Holders, any remaining amounts to be allocated between the Note Holders on a Pro Rata and Pari Passu Basis; provided that, to the extent required under the REMIC provisions of the Code, 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 value of the remaining real property and excluding any personal property or going concern value) shall be allocated to reduce the principal balance of the 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 subject to reduction in accordance with the allocation of an expense or loss in accordance with, and in the order of priority set forth in, Section 4 hereof.

Priority of Payments. Each Note shall be of equal priorityOn each Transfer Date, and no portion of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered by -------------------- Trustee, acting in accordance with written instructions from 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 Servicer substantially in the form of Monthly PaymentsExhibit D hereto, shall make the Balloon Paymentwithdrawals, Liquidation Proceeds--------- deposits and payments specified in subsections (a) through (h) of this Section 4.09. (a) On the Transfer Date preceding each Distribution Date, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied an amount equal to the restoration Class A Available Funds deposited or repair of deemed to have been deposited into the Mortgaged Property or released Finance Charge Account for the related Monthly Period will be distributed in the following priority: (i-a) an amount equal to any unreimbursed Servicer Advances with respect to Class A Monthly Interest shall be paid to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), 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 Servicer; (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 an amount equal to the Master Servicer in excess sum of Class A-1 Monthly Interest and Class A-2 Monthly Interest for such Distribution Date (less the amount ---- of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at Servicer Advance or any funds advanced from 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)Finance Charge Account, with respect to the Mortgage Loan payment of Class A-1 Monthly Interest and Class A-2 Monthly Interest, pursuant to Section 4.11 during the Lead Securitization related Monthly Period) shall be deposited by the Servicer or the Trustee into the Interest Funding Account for distribution by the Paying Agent to Class A Certificateholders on the applicable Interest Payment Date; (ii) if First USA is no longer the Servicer, an amount equal to the Class A Monthly Servicing Agreement Fee for such Distribution Date shall be distributed to the Servicer; (including without limitationiii) an amount equal to the aggregate Class A-1 Investor Default Amount and Class A-2 Investor Default Amount, if any, for such Distribution Date shall be (A) distributed to the Holder of the Exchangeable Transferor Certificate on Distribution Dates with respect to the Revolving Period, but not exceeding the Transferor Interest (determined as of such Distribution Date after giving effect to any Principal Receivables transferred to the Trust during the Monthly Period relating to such Distribution Date, any additional trust fund expenses relating such amount in excess of the Transferor Interest to be treated as Unallocated Principal Collections) and (B) deposited in the Principal Account and treated as a portion of Available Investor Principal Collections for Distribution Dates with respect to the Mortgage Loan Amortization Period or Partial Amortization Period; (but subject iv) an amount equal to second paragraph of Section 5(d(A) hereof) and any Special Servicing FeesClass A-1 Increase Cost Amount, Liquidation Fees, Workout Fees, Penalty Charges (up to the extent provided Class A-1 Increase Cost Amount Cap and (B) any Class A-2 Increase Cost Amount, up to the Class A-2 Increase Cost Amount Cap, for such Transfer Date shall be held in the immediately Finance Charge Account, invested overnight in Permitted Investments and paid to the DFC Certificate Agent and the PARCO Certificate Agent, respectively, on the related Distribution Date in accordance with the applicable Certificate Purchase Agreement, and (v) the balance, if any, shall constitute Excess Finance Charge Collections and shall be allocated and distributed as set forth in Section 4.13 of the Agreement. (b) On the Transfer Date preceding each Distribution Date, an amount equal to the Class B Available Funds deposited or deemed to have been deposited in the Finance Charge Account for the related Monthly Period will be distributed in the following paragraph)priority: (i-a) an amount equal to any unreimbursed Servicer Advances with respect to Class B Monthly Interest will be paid to the Servicer; (i) an amount equal to the sum of the Class B-1 Monthly Interest and Class B-2 Monthly Interest for such Distribution Date (less ---- the amount of any Servicer Advance or any funds advanced from the Finance Charge Account, amounts paid by with respect to the Borrower in respect payment of modification fees or assumption fees Class B-1 Monthly Interest and any other additional compensation payable Class B-2 Monthly Interest, pursuant to Section 4.11 during the Lead Securitization Servicing Agreementrelated Monthly Period), shall be applied deposited by the Lead Securitization Note Holder Servicer or the Trustee into the Interest Funding Account for distribution by the Paying Agent to Class B Certificateholders on the applicable Interest Payment Date; (or its designeeii) if First USA is no longer the Servicer, an amount equal to the Notes on a Pro Rata Class B Monthly Servicing Fee for such Distribution Date shall be distributed to the Servicer; (iii) an amount equal to (A) any Class B-1 Increase Cost Amount, up to the Class B-1 Increase Cost Amount Cap and Pari Passu Basis. For clarification purposes(B) any Class B-2 Increase Cost Amount, Penalty Charges (as defined up to the Class B-2 Increase Cost Amount Cap, for such Transfer Date shall be held in the Lead Securitization Servicing Agreement) Finance Charge Account, invested overnight in Permitted Investments and paid shall be allocated to the Notes on a Pro Rata DFC Certificate Agent and Pari Passu Basis and applied firstPARCO Certificate Agent, to reducerespectively, on a pro rata basis, the amounts payable on each Note by 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 related Distribution Date in accordance with the terms applicable Certificate Purchase Agreement, and (iv) the balance, if any, shall constitute Excess Finance Charge Collections and shall be allocated and distributed as set forth in Section 4.13 of the Lead Securitization Agreement. (c) On the Transfer Date preceding each Distribution Date, an amount equal to the Collateral Available Funds deposited or deemed to have been deposited in the Finance Charge Account for the related Monthly Period will be distributed in the following priority: (i) if First USA is no longer the Servicer, an amount equal to the Collateral Monthly Servicing Fee for such Distribution Date shall be distributed to the Servicer; and (ii) the balance, if any, shall constitute Excess Finance Charge Collections and shall be allocated and distributed as set forth in Section 4.13 of the Agreement. (d) On each Transfer Date during the Revolving Period, secondthe Trustee shall distribute an amount equal to the Available Investor Principal Collections deposited or deemed to have been deposited into the Principal Account for the related Monthly Period, to reducethe Holder of the Exchangeable Transferor Certificate; provided, on a pro rata basishowever, the respective amounts payable on each Note by that the amount necessary to pay be paid to the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made Holder of -------- ------- the Exchangeable Transferor Certificate pursuant to this subsection 4.09(d) with respect to such Note by Transfer Date shall be paid to the Holder of the Exchangeable Transferor Certificate only if the Transferor Interest on the related Date of Processing is greater than the Minimum Transferor Interest (after giving effect to the inclusion in the Trust of all Receivables created on or prior to such party Transfer Date and after giving effect to Collections of Principal Receivables on such Transfer Date) and otherwise shall be considered as Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection 4.03(f) of the Agreement. (if e) On each Transfer Date, during the Amortization Period, the Trustee shall distribute an amount equal to the Available Investor Principal Collections deposited or deemed to have been deposited into the Principal Account for the related Monthly Period plus the other amounts set forth below in ---- the following priority: (i) an amount equal to the Class A Monthly Principal for such Transfer Date plus, Excess Principal Collections from other Series up to ---- the excess of the Class A Invested Amount over Class A Monthly Principal for the related Distribution Date, plus, Unallocated Principal Collections ---- allocated to the Investor Certificates in accordance with subsection 4.03(f) of the Agreement, to the extent available, shall be deposited into the Distribution Account; (ii) after giving effect to the distribution referred to in clause (i) above, an amount equal to the Class B Monthly Principal plus, ---- Excess Principal Collections from other Series up to the excess of the Class B Invested Amount over Class B Monthly Principal for the related Distribution Date, plus, Unallocated Principal Collections allocated to the ---- Investor Certificates in accordance with subsection 4.03(f) of the Agreement, to the extent available, shall be deposited into the Distribution Account; (iii) after giving effect to the distributions referred to in clauses (i) and (ii) above, an amount equal to the Collateral Monthly Principal plus, Excess Principal Collections from other Series up to the ---- excess of the Collateral Invested Amount over Collateral Monthly Principal for the related Distribution Date, plus, Unallocated Principal Collections ---- allocated to the Investor Certificates in accordance with subsection 4.03(f) of the Agreement (not to exceed the Collateral Invested Amount), to the extent available, shall be retained in the Principal Account and designated for payment to the Collateral Interest Holder on the related Distribution Date in accordance with subsection 5.01(c); (iv) an amount equal to the lesser of (A) the product of (1) a fraction, the numerator of which is equal to the Available Investor Principal Collections remaining after the application specified in subsections 4.09(e)(i), (ii) and (iii) above and the denominator of which is equal to the sum of the Available Investor Principal Collections available for sharing as specified in the Lead Securitization Servicing Agreement or any Nonrelated Series Supplement for each other Series and (2) the Principal Shortfalls for all Series and (B) the Available Investor Principal Collections, shall remain in the Principal Account to be treated as Excess Principal Collections and applied to Series other than this Series 1999-Lead Securitization Servicing AgreementB; and (v) an amount equal to the excess, as applicable)if any, thirdof (A) the Available Investor Principal Collections over (B) the applications specified in subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of the Exchangeable Transferor Certificate; provided, to reducehowever, on a pro rata basis, the amounts payable on each Note by that -------- ------- the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Feesbe paid to the Holder of the Exchangeable Transferor Certificate pursuant to this subsection 4.09(e)(v) incurred with respect to such Transfer Date shall be paid to the Mortgage Loan Holder of the Exchangeable Transferor Certificate only if the Transferor Interest on the related Date of Processing is greater than the Minimum Transferor Interest (as specified after giving effect to the inclusion in the Lead Securitization Servicing Trust of all Receivables created on or prior to such Transfer Date and the application of payments referred to in subsection 4.03(b) of the Agreement) and finallyotherwise shall be considered as Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection 4.03(f) of the Agreement; provided, further, -------- ------- that in no event shall the amount payable to the Holder of the Exchangeable Transferor Certificate pursuant to this subsection 4.09(e)(v) be greater than the Transferor Interest on such Transfer Date. (f) During the Partial Amortization Period, (x) an amount equal to the Available Investor Principal Collections for the related Monthly Period plus (y), with the prior written consent of the Certificate Agents, Excess ---- Principal Collections from other Series up to the excess of the Partial Amortization Amount then outstanding over Available Investor Principal Collections for the related Distribution Date, will be distributed on each Transfer Date, beginning with the Transfer Date in the month in which the Partial Amortization Period begins, to the extent available, in the following priority: (i) an amount not to exceed the Partial Amortization Principal for such Transfer Date shall be deposited into the Distribution Account (or in the case of the remaining amount of Penalty Charges allocable Collateral Invested Amount, held in the Principal Account, invested overnight and distributed to the Lead Securitization NoteCollateral Interest Holder on the related Distribution Date in accordance with subsection 5.01(c)) for distribution (x) to (A) the Class A Certificateholders, the Class B Certificateholders and the Collateral Interest Holder, pro rata, --- ---- until the Collateral Invested Amount is reduced as a result of such distribution to the Minimum Collateral Invested Amount, and then (B) first, ----- to the Class A Certificateholders until the Class A Invested Amount is reduced to zero, second, to the Class B Certificateholders until the Class ------- B Invested Amount is reduced to zero and third, to the Collateral Interest ----- Holder until the Collateral Invested Amount is reduced to zero and/or (y) (1) to Class A-1, Class A-2, Class B-1, and Class B-2 Certificateholders, as applicable, to be paid pursuant to subsection 4.07(b)(i)(y) and (2) to the Collateral Interest Holder to reduce the Collateral Invested Amount to the Required Collateral Invested Amount (after giving effect to the reductions in clause (1) above), each respecting a Partial Expiration Event; (ii) an amount equal to the lesser of (A) the product of (1) a fraction, the numerator of which is equal to the Available Investor Principal Collections remaining after the application specified in subsections 4.09(f)(i) above and the denominator of which is equal to the sum of the Available Investor Principal Collections available for sharing as specified in the related Series Supplement for each other Series and (2) the Principal Shortfalls for all Series and (B) the Available Investor Principal Collections, shall remain in the Principal Account to be treated as Excess Principal Collections and applied to Series other than this Series 1999-B; and (iii) an amount equal to the excess, if any, of (A) the Available Investor Principal Collections over (B) the applications specified in subsections 4.09(f)(i) and 4.09(f)(ii) shall be paid to the Master Servicer and/or Transferor; provided that the Special Servicer as additional servicing compensation as provided amount to be paid to the Transferor pursuant to this subsection 4.09(f)(iii) with respect to such Transfer Date shall be paid to the Transferor only to the extent that the Transferor Interest on such Transfer Date is greater than the Minimum Transferor Interest (after giving effect to the inclusion in the Lead Securitization Servicing Trust of all Receivables created on or prior to such Transfer Date and the application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection 4.03(f) of the Agreement; provided, that in no -------- event shall the amount payable to the Holder of the Exchangeable Transferor Certificate pursuant to this subsection 4.09(f)(iii) be greater than the Transferor Interest on such Transfer Date; provided, however, that in lieu of making such deposit into the Distribution -------- ------- Account pursuant to subsection 4.09(f)(i), to the extent of available funds in the Principal Account, on any Business Day (a "Partial Amortization Payment Date") --------------------------------- during any Monthly Period, the Servicer may instruct the Trustee in writing to remit amounts to the Class A Certificateholders, the Class B Certificateholders and the Collateral Interest Holder, pro rata, until the --- ---- Collateral Invested Amount is reduced as a result of such distribution to the Minimum Collateral Invested Amount, and then (B) first, to the Class A ----- Certificateholders until the Class A Invested Amount is reduced to zero, second, ------ to the Class B Certificateholders until the Class B Invested Amount is reduced to zero and third, to the Collateral Interest Holder until the Collateral ----- Invested Amount is reduced to zero. (g) On the first Distribution Date with respect to the Amortization Period and on each Distribution Date thereafter, the Trustee shall pay in accordance with Section 5.01 of the Agreement from the Distribution Account the amount so deposited into the Distribution Account pursuant to subsection 4.09(e) of the Agreement on the related Transfer Date in the following priority: (h) On each Distribution Date or any other Business Day (as directed by the Servicer) with respect to a Partial Amortization Period, the Trustee, acting in accordance with instructions from Servicer, shall pay in accordance with Section 5.01 from the Distribution Account the amount so deposited into the Distribution Account pursuant to subsection 4.09(f) on the related Transfer Date in the following priority: (i) an amount not to exceed the Partial Amortization Principal for such date shall be paid to Class A-1, Class A-2, Class B-1, and Class B-2 Certificateholders, as applicable, in the respective amounts to be paid pursuant to subsection 4.07(b)(i)(y) respecting a Partial Expiration Event; and (ii) in the case of the remaining an amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior equal to the securitization Partial Amortization Principal for such date shall be paid to each Class (treating each of (A) Class A-1 and Class A-2 as one Class for such Notepurpose, and (B) Class B-1 and Class B-2 as one Class for such purpose) to the related Non-Lead Securitization Note Holder extent that the amount paid to such Class pursuant to clause (i) above is less than the amount allocated to such Class pursuant to subsection 4.09(f)(i) and the amount payable to Class A and Class B shall be further allocated between (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.A

Priority of Payments. Each Note The Master Servicer shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 Loanapply, or Insurance 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), 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 written instruction to the Trustee or any Servicer under shall cause the Lead Securitization Servicing Agreement and (y) all amounts Trustee to apply on each Payment Date Available Funds for that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect Payment Date on deposit in the Collection Account to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out of make the following payments and collections allocable in the following order of priority: FIRST, to Note ▇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 replacement of the 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 Series 2002-▇1; SECOND, ▇▇▇▇ ▇-▇if the Master Servicer is not Wyndham Consumer Finance, Note A-4Inc. or an affiliate of the Parent Corporation, Note A-5 to the Master Servicer, in payment of the Monthly Master Servicer Fee and, whether or Note A-6not Wyndham Consumer Finance, as applicableInc. or another affiliate of the Parent Corporation is then the Master Servicer, (ii) any Servicing Fees due to the Master Servicer in excess reimbursement of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable unreimbursed Master Servicer Advances; THIRD, to the Mortgage Loan as set forth in Hedge Provider under the Lead Securitization Servicing Hedge Agreement) , Net Hedge Payments; FOURTH, to any Servicer (or each Noteholder, the Trustee as successor Notes Interest for the current Payment Date and NPA Costs payable to the Servicer), 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 (such Noteholder to the extent provided due and payable and not included in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees Monthly Interest and any other additional compensation payable pursuant to Overdue Interest from prior periods (and interest thereon); FIFTH, if the Lead Securitization Servicing Agreement)Master Servicer is Wyndham Consumer Finance, shall be applied by Inc. or another affiliate of the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied firstParent Corporation, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Monthly Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, secondFee; SIXTH, to reduce, on a pro rata basisthe Noteholders, the respective amounts payable on each Note by Monthly Principal for such Payment Date, as described in Section 6.02; SEVENTH, if the amount necessary on deposit in the Reserve Account is less than the Required Reserve Amount, to pay the Master ServicerReserve Account, Trusteeall remaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made during a Liquidity Reduction Amortization Period, with respect to such 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 to which a Liquidity Reduction Event has occurred 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, lesser of (i) in the case of the remaining aggregate outstanding principal 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 such Note and (ii) in the case such Notes’ pro rata share of the remaining amount Available Funds; for such purposes the pro rata share shall be determined on the basis of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization outstanding principal amounts of such NoteNotes 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 related Non-Lead Securitization Note Holder Issuer, any remaining amounts free and (y) following clear of the securitization lien of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementthis Supplement.

Priority of Payments. Each Note The Agent shall be of equal priority, (i) on each Interest Payment Date pay all amounts received by it in accordance with Clause 8.2 and no portion of either Note shall have priority or preference over (ii) on any portion of the other Note or security therefor. All amounts tendered Business Day pay Cash Management Account Receipts 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 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 it in accordance with the terms following order of priority (and where necessary, prior to such payment, exchange the same into to the appropriate currency at the Agent’s Spot Rate of Exchange on the date of payment): (a) Principal Receipts shall be paid, following receipt by the Agent of a copy of a demand for payment of taxes from a German Finanzamt to the Borrower, to that German Finanzamt in satisfaction of the Mortgage Loan Documents)German tax liability of the Borrower set out in such demand; (b) Revenue Receipts shall be paid, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (pro rata to the extentrelevant amounts due, to Accrued Interest and Accrued Fees; (c) provided that relevant Lender does not determine that such Principal Receipts were applied in accordance with paragraph (a) above, the terms Agent shall pay Principal Receipts to the Lenders (in the amount required for application by the Lenders in accordance with this paragraph) and the Lenders apply the same to the Asset Specific Loan Balance 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 relating to the Trustee or Asset from which such Principal Receipts were paid; (d) the Agent shall pay Receipts remaining after 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), with respect to the Mortgage Loan application pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating paragraphs above to the Mortgage Loan Lenders (but subject to second paragraph of Section 5(d) hereofin the amount required for application by the Lenders in accordance with this paragraph) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges the Lenders shall apply the same to such Asset Specific Loan Balance or Asset Specific Loan Balances selected by the Lenders in such amounts determined by the Lenders; (e) the Agent shall pay Cash Management Account Receipts to the extent provided Lenders (in the immediately following paragraph), amounts paid amount required for application by the Borrower Lenders in respect of modification fees accordance with this paragraph) and the Lenders shall apply the same to such Asset Specific Loan Balance or assumption fees Asset Specific Loan Balances selected by the Lenders in such amounts determined by the Lenders; (f) on and after the date on which no Loan remains outstanding, the Agent shall pay all amounts remaining after any other additional compensation payable application pursuant to the Lead Securitization Servicing Agreement), shall be applied paragraphs above to the Lenders (in the amount required for application by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 Lenders in accordance with this paragraph) and the terms of Lenders shall apply the Lead Securitization Servicing Agreement, second, same to reduce, the First Deferred Restructuring Fee; (g) on a pro rata basisand after the date on which no Loan remains outstanding, the respective Agent shall pay all amounts payable on each Note remaining after any application pursuant to the paragraphs above to the Lenders (in the amount required for application by the amount necessary Lenders in accordance with this paragraph) and the Lenders shall apply the same to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued Second Deferred Restructuring Fee; (h) after the date on any P&I Advance made with respect to such 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 basiswhich no Deferred Restructuring Fee remains outstanding, the amounts payable on each Note by the amount necessary to Agent shall pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect any balance to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 AgreementCash Management Account.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, Condemnation Proceeds, or Insurance 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), 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-3, Note A-4, A-4 or Note A-5 or Note A-6 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇Note A-3, Note A-4, Note A-5 A-4 or Note A-6A-5, as applicable, and (ii) any Servicing Fees due to the Master Servicer in excess of any the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate “primary 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), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses 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, Penalty Default 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on each Note by 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, on a pro rata basis, reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Default 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 Default Charges allocable to any each Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Priority of Payments. Each Note shall be of equal priority, The Subordinate Notes and no portion of either Note shall have priority or preference over any portion the rights of the Subordinate Noteholders to receive payments of interest, principal and other amounts with respect to such Subordinate Notes shall at all times be junior, subject and subordinate to the A Notes and the Note or security thereforA Holders to receive payments of interest, principal and other amounts with respect to 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, Loan or Insurance 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 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 dueescrows, 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 shall 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 distributed by the Master Servicer in excess the following order of any Non-Lead Securitization Note’s pro rata share of that portion of priority without duplication (and payments shall be made at such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan times as are set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.):

Priority of Payments. Each The B Note and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the B Note shall at all times be of equal priorityjunior, subject and no portion of either subordinate to each A Note shall have priority or preference over any portion and the right of the related holder to receive payments of interest, principal and other Note or security thereforamounts with respect to such A Note, in each case as 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, Loan or Insurance and 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), but excluding to the extent permitted by the REMIC Provisions, (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 property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee Servicer or any the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and Agreement, (y4) 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 (Servicer, Certificate Administrator, Trustee or the Trustee as successor to the Servicer), Operating Advisor with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including including, without limitation, any additional trust fund expenses relating reimbursement of Servicing Advances and Administrative Advances with respect to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereofand P&I Advances on the Lead Securitization Notes and interest thereon) and (5) any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges amounts that are then due and payable or reimbursable to any Non-Lead Master Servicer (to the extent provided in the immediately following paragraph), amounts paid by the Borrower or Non-Lead Trustee) in respect of modification fees or assumption fees any P&I Advances and any other additional compensation payable interest thereon in respect of Non-Lead Securitization Note (pursuant to any Non-Lead Securitization Servicing Agreement) 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, shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges to pay accrued and unpaid interest on the A Notes (as defined other than default interest) to each Note A Holder in an amount equal to the Lead Securitization Servicing Agreementaccrued and unpaid interest on the applicable Note Principal Balances at the applicable Net Note Rate; (ii) paid shall second, on a Pro Rata and Pari Passu Basis, to each Note A Holder in an amount equal to all principal payments received, if any, with respect to such Monthly Payment Date, until the respective Note Principal Balances have been reduced to zero; (iii) third, on a Pro Rata and Pari Passu Basis, to each Note A Holder, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Note A Holder in accordance with the terms of Section 4 or 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 each A Note, such amount to be allocated to the Notes such Note A Holder, on a Pro Rata and Pari Passu Basis and applied firstbased on the amount of Realized Losses previously allocated to each such Holder; (iv) fourth, to reducepay 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 of the B Note at the applicable Net Note Rate; (v) fifth, on a pro rata basisto the Note B Holder in an amount equal to all principal payments received, if any, with respect to such Monthly Payment Date, until the amounts payable on each Note by Principal Balance of the B Note has been reduced to zero; (vi) sixth, to the Note B Holder, an amount necessary equal to pay the Master Servicer, aggregate of unreimbursed Realized Losses previously allocated to the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances 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, then the B Note; (viii) eighth, to pay default interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (ix) ninth, secondif 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)-(x), any remaining amount shall be paid pro rata to each Note A Holder and the Note B Holder based on their initial principal balances. Notwithstanding anything to the contrary herein, to reducethe extent required under the REMIC Provisions of the Code, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer payments or Non-Lead Trustee for any interest accrued on any P&I Advance made proceeds received with respect to such Note by such party any partial release of the Mortgaged Property (if including following a condemnation) from the lien of the applicable Mortgage and as specified in Mortgage Loan Documents must be allocated to reduce 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 principal balance of the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finallymanner permitted by such REMIC Provisions if, (i) in immediately following such release, the case loan-to value ratio 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 Mortgage Loan exceeds 125% (based solely on real property and (ii) in the case of the remaining amount of Penalty Charges allocable to excluding any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder personal property 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 Agreementgoing concern value).

Priority of Payments. Each Note The Proceeds realized from the sale of any Asset shall be of equal priorityapplied: (i) first, to reimburse the Trustee for all costs, expenses and no portion of either Note shall have priority or preference over any portion reasonable attorneys‘ fees incurred by the Trustee in collecting the Secured Obligations, in enforcing the rights of the other Trustee and the 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 security therefor. All amounts tendered indemnification payments owed to the Trustee by a Noteholder transferring the Noteholder’s Notes under Section 1.7(b)(vi) or owed 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 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), 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 Company 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-6other Indemnified Person, as applicablethat term is defined in Section 8.6(b), under Section 8.6; (iiiii) third, to pay unpaid interest, if any, on any Servicing Fees due of the Secured Obligations or Senior Debt; (iv) fourth, to pay the unpaid principal of the Secured Obligations or Senior Debt; and (v) fifth, any remaining Proceeds shall be remitted promptly to the Master Servicer Company. If notice before disposition of an Asset or any portion of an Asset is necessary under applicable law, written notice mailed to the Company ten (10) Business Days before the date of the disposition shall constitute reasonable notice. Without precluding any other methods of sale, the sale of the Asset or any portion of the Asset shall be conclusively deemed to be made in excess 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, without assuming any credit risk and without any obligation to advertise or give notice of any Non-Lead Securitization Note’s pro rata share kind other than as required under applicable law. A Noteholder may not prejudice the rights 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 or any other Noteholder or obtain any preference or priority over the Servicer), Trustee or any other Noteholder with respect to the Mortgage Loan pursuant to Asset or the Lead Securitization Servicing Agreement application of the Proceeds of the sale of the Asset (including 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 Holder (or its designee) to the Notes on as a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement result of any Servicing Advances in accordance with judgment obtained against the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note Company by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicableNoteholder), 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 PaymentsOn each Settlement 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 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), 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 property protection expenses or Servicing Advances then due any Senior Shortfall Amount) shall be applied in the following order of priority (the “Priority of Payments”): (1) to apply Interest Proceeds (and payable or reimbursable if Interest Proceeds are insufficient, any available Expense Reserve) 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 pay an amount equal to (i) any reimbursements 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 “first in, first out” basis depending on the borrowing date of P&I Advances 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 interest thereonafter that, to prepay other outstanding FRBNY Loans) made with respect that will not otherwise be redeemed on such Settlement Date in clause (6) below in an amount equal to Note the Non-Performing Principal ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 determined by the Borrower for the prior Settlement Period plus accrued interest thereon; (4) to apply Interest Proceeds to pay any Matured FRBNY Loans in whole or Note A-6 which may only in part (that will not otherwise be reimbursed out redeemed on such Settlement Date in clause (6) below) and not otherwise paid under clause (3) above (together with accrued interest thereon); (5) to apply Interest Proceeds to the Preferred Equity Account in an amount equal to any previously unreimbursed drawing from the Preferred Equity Account to satisfy a Senior Shortfall Amount on any prior Settlement Date; (6) to apply the sum of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6, as applicable, (i) Principal Proceeds plus (ii) any Servicing Fees due the Available Interest Proceeds Component to pay or prepay outstanding FRBNY Loans in whole or in part (together with accrued interest thereon), on a “first in, first out” basis depending on the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion borrowing date of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage FRBNY Loan as set forth until all outstanding FRBNY Loans have been repaid in the Lead Securitization Servicing Agreementfull; (7) to any Servicer apply Interest Proceeds to prepay each outstanding Operating Loan in whole or in part (or the Trustee as successor to the Servicertogether with accrued interest thereon), 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 not already paid or prepaid in accordance with clause (2) above; and (8) all remaining funds (including any Principal Proceeds not applied in clause (6) above) (i) on any Settlement Date that occurs prior to the date on which all Loans have been repaid in full (such date, the “Final Repayment Date”), to be retained in the immediately following paragraph), amounts paid by Investment Account at 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 Holder Custodian (or its designeeA) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, fund the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances Expense Reserve and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, (B) second, as Interest Proceeds to reduce, be applied on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 subsequent Settlement Dates and (ii) in on the case of first Settlement Date that occurs after the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such NoteFinal Repayment Date, to be released from the related Non-Lead Securitization Note Holder Investment Account for distribution to Lender and (y) following the securitization United States Department of such Note, to Treasury as members of Borrower under the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing LLC Agreement.

Priority of Payments. Each Note shall be of equal priority, and no portion of either any Note shall have priority or preference over any portion of the any other Note or 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, or Insurance 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), 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-4A-3, Note A-5 A-4 or Note A-6 A-5 which may only be reimbursed out of payments and collections allocable to Note ▇-▇, ▇▇▇▇ ▇-A-▇, ▇▇▇▇ ▇-▇, Note A-4A-3, Note A-5 A-4 or Note A-6A-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), 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 Holder (or its designee) Servicer to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 Holders on a Pro Rata and Pari Passu Basis. 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.

Priority of Payments. Each Note shall be (i) The Servicer or, at any time following a Termination Event at the election of equal priority, and no portion of either Note the Administrative Agent or at any time the Administrative Agent shall have priority or preference over delivered a Notice of Exclusive Control, the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c), as applicable, in each case, as follows: (A) if such distribution occurs on a day that is not a Termination Day: (1) first, to the Servicer’s own account, in payment in full of the Servicing Fee, an amount equal to the Servicing Fee accrued and unpaid through such date, less any amount retained by the Servicer in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(A)(3); (2) second, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the Portion of Loan Amount of such Lender Agent’s Lender Group, the accrued Yield during the preceding Settlement Period (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amount of Yield owing to each Lender); (3) third, to the Administrative Agent’s account, all Fees due to the Administrative Agent; (4) fourth, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the portion of the other Note or security therefor. All amounts tendered Aggregate Loan Amount held by the Mortgage Loan Borrower or otherwise available for payment on or with respect related Lender Group, an amount equal to or in connection with the Mortgage Loan sum of (x) all Fees due to the Lenders or the Mortgaged Property Lender Agents and (y) Breakage Fees due to the Lenders or the Lender Agents, it being understood that each Lender Agent shall distribute such amounts realized as proceeds thereofto the Lenders within its Lender Group ratably according to the amounts owing to each Lender; (5) fifth, whether received to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the aggregate Loan Amount of each Lender in such Lender Agent’s Lender Group in payment of each Lender’s aggregate Loan Amount in the form of Monthly Paymentsamount necessary to reduce the amount by which the Aggregate Loan Amount exceeds the Borrowing Base to zero (0) (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group according to the amounts owing to each Lender); (6) sixth, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or all other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds amounts (other than proceedsLoan Amounts then due and owing) payable to each Lender Party and any other Person hereunder and under the other Transaction Documents; (7) seventh, awards or settlements prior to the Termination Date, as a Release to be applied to purchase Receivables; and (8) eighth, to the restoration or repair Borrower, any remaining amounts for its own account. (B) if such distribution occurs on a Termination Day: (1) first, to the Servicer’s own account, in payment in full of the Mortgaged Property or released Servicing Fee, an amount equal to the Mortgage Loan Borrower Servicing Fee accrued and unpaid through such date, less any amount retained by the Servicer in accordance with the terms respect of the Mortgage Servicing Fee pursuant to Section 1.4(b)(i)(A)(3); (2) second, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably (based on the aggregate accrued and unpaid Yield payable to all Lenders at such time) all accrued Yield with respect to each Portion of Loan DocumentsAmount funded or maintained by the Lenders within such Lender Agent’s Lender Group (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amount of Yield owing to each Lender); (3) third, but excluding to the Administrative Agent for its own account all Fees due to the Administrative Agent; (4) fourth, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the portion of the Aggregate Loan Amount held by the related Lender Group, an amount equal to the sum of (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (Fees due to the extent, in accordance with Lenders or 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 Lender Agents 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 Breakage Fees due to the Master Lenders or the Lender Agents, it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amounts owing to each Lender; (5) fifth, to each Lender Agent ratably according to the aggregate Loan Amount of each Lender in such Lender Agent’s Lender Group (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) in payment in full of each Lender’s aggregate Loan Amount (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group according to the amounts owing to each Lender); (6) sixth, if the Aggregate Loan Amount and accrued Aggregate Yield have been reduced to zero, all Fees due to the Lenders, the Lender Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Elanco) have been paid in excess full, to (a) each Lender Group ratably, based on the amounts payable to each Lender Group (for the benefit of the Lenders within such Lender Group), (b) the Administrative Agent and (c) any other Indemnified Party or Affected Person, in payment in full 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), 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), other amounts paid owed thereto by the Borrower in respect of modification fees or assumption fees and any the Servicer hereunder or under the other additional compensation Transaction Documents, including amounts payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder Section 6.4; and (or its designee7) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 Noteseventh, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such NoteBorrower, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementany remaining amounts for its own account.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 PaymentsOn each Settlement 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 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), 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 property protection expenses or Servicing Advances then due any Senior Shortfall Amount) shall be applied in the following order of priority (the “Priority of Payments”): (1) to apply Interest Proceeds (and payable or reimbursable if Interest Proceeds are insufficient, any available Expense Reserve) 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 pay an amount equal to (i) any reimbursements of P&I Advances (Costs 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 “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 case borrowing date of such FRBNY Loan but applying first to Matured FRBNY Loans (and after that, to 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 remaining Non-Performing Principal Amount determined by the Borrower for the prior Settlement Period plus accrued interest thereon; (4) to apply Interest Proceeds to pay any Matured FRBNY Loans in whole or in part (that will not otherwise be redeemed on such Settlement Date in clause (6) below) and not otherwise paid under clause (3) above (together with accrued interest thereon); (5) to apply Interest Proceeds to the Preferred Equity Account in an amount of Penalty Charges allocable equal to any Non-Lead Securitization Notepreviously unreimbursed drawing from the Preferred Equity Account to satisfy a Senior Shortfall Amount on any prior Settlement Date; (6) to 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), be paidon a “first in, first out” basis depending on the borrowing date of such FRBNY Loan until all outstanding FRBNY Loans have been repaid in full; (x7) to apply Interest Proceeds to prepay each outstanding Operating Loan in whole or in part (together with accrued interest thereon), to the extent not already paid or prepaid in accordance with clause (2) above; and (8) all remaining funds (including any Principal Proceeds not applied in clause (6) above) (i) on any Settlement Date that occurs prior to the securitization of date on which all Loans have been repaid in full (such Notedate, the “Final Repayment Date”), to be retained in the related Non-Lead Securitization Note Holder Investment Account at the Custodian (A) first, to fund the Expense Reserve and (yB) following second, as Interest Proceeds to be applied on subsequent Settlement Dates and (ii) on the securitization of such Notefirst Settlement Date that occurs after the Final Repayment Date, to be released from the Master Servicer and/or Investment Account for distribution to Lender and the Special Servicer United States Department of Treasury as additional servicing compensation as provided in members of Borrower under the Lead Securitization Servicing LLC Agreement.

Priority of Payments. Each Note The Master Servicer shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or 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 Loanapply, or Insurance 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), 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 written instruction to the Trustee or any Servicer under shall cause the Lead Securitization Servicing Agreement and (y) all amounts Trustee to apply on each Payment Date Available Funds for that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect Payment Date on deposit in the Collection Account to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out of make the following payments and collections allocable in the following order of priority: FIRST, to Note ▇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 replacement of the 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 Series 2002-▇1; SECOND, ▇▇▇▇ ▇if the Master Servicer is not Fairfield Acceptance Corporation-▇Nevada or an affiliate of Cendant, Note A-4to the Master Servicer, Note A-5 in payment of the Monthly Master Servicer Fee and, whether or Note A-6not Fairfield Acceptance Corporation-Nevada or another affiliate of Cendant is then the Master Servicer, as applicable, (ii) any Servicing Fees due to the Master Servicer in excess reimbursement of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing Fee Rate applicable unreimbursed Master Servicer Advances; THIRD, to the Mortgage Loan as set forth in Hedge Provider under the Lead Securitization Servicing Hedge Agreement) , Net Hedge Payments; FOURTH, to any Servicer (or each Noteholder, the Trustee as successor Notes Interest for the current Payment Date and NPA Costs payable to the Servicer), 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 (such Noteholder to the extent provided due and payable and not included in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees Monthly Interest and any other additional compensation payable pursuant to Overdue Interest from prior periods (and interest thereon); FIFTH, if the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (Master Servicer is Fairfield Acceptance Corporation-Nevada or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied firstanother affiliate of Cendant, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Monthly Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, secondFee; SIXTH, to reduce, on a pro rata basisthe Noteholders, the respective amounts payable on each Note by Monthly Principal for such Payment Date, as described in Section 6.02; SEVENTH, if the amount necessary on deposit in the Reserve Account is less than the Required Reserve Amount, to pay the Master ServicerReserve Account, Trusteeall remaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made during a Liquidity Reduction Amortization Period, with respect to such 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 to which a Liquidity Reduction Event has occurred 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, lesser of (i) in the case of the remaining aggregate outstanding principal 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 such Note and (ii) in the case such Notes' pro rata share of the remaining amount Available Funds; for such purposes the pro rata share shall be determined on the basis of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization outstanding principal amounts of such NoteNotes 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 related Non-Lead Securitization Note Holder Issuer, any remaining amounts free and (y) following clear of the securitization lien of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementthis Supplement.

Priority of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion of the other Note or security therefor. All amounts tendered (a) On each 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 and 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 terms priorities set forth in Section 5.1(b) (the “Priority of Payments”) and pursuant to the Mortgage Loan DocumentsDistribution 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), but excluding (iv) or (x) all amounts for required reserves or escrows required by of Section 5.1(b)) upon the Mortgage Loan Documents 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 extent, Paying Agent providing that such distributions should instead be paid to (or at the direction of) the Initial Member (as further indicated in accordance with 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 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 security for) Private Owner Obligations pursuant to the Trustee 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 Servicer under such PO/Manager Distribution Instruction will remain in effect (subject to any express provisions thereof or further PO/Manager Distribution Instruction superseding the Lead Securitization Servicing 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 (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-6the Manager, as applicable, (ii) any Servicing Fees due in which case the Paying Agent will so reinstate such distributions 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 Private Owner and the Servicing Fee Rate Manager, as applicable to the Mortgage Loan (including as set forth in the Lead Securitization Servicing Agreement) to any Servicer (previously suspended or withheld distributions not otherwise remitted pursuant to applicable instructions from the Trustee as successor to the ServicerInitial Member), 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 such PO/Manager Distribution Reinstatement Notice (and the immediately Initial Member agrees that, following paragraphthe 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), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant it is to issue to the Lead Securitization Servicing AgreementPaying Agent an applicable PO/Manager Distribution Reinstatement Notice so permitting such reinstatement). For avoidance of doubt, shall be applied by the Lead Securitization Note Holder (in no event will delivery of any such PO/Manager Distribution Instruction reduce or its designee) delay any applicable distributions to the Notes on a Pro Rata Initial Member, and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated Paying Agent is to continue to make applicable distributions to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable Initial Member of its allocable portion of Distributable Cash on each Note by 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 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 Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basisCompany, the respective amounts payable on 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 duly reflected in each Note by applicable Cash Flow and Distribution Report (commencing with the amount necessary Distribution Date following delivery of such PO/Manager Distribution Instruction or PO/Manager Distribution Reinstatement Notice, as the case may be), it being understood that the Paying Agent is to pay comply with any applicable PO/Manager Distribution Instruction or PO/Manager Distribution Reinstatement Notice delivered to the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for Paying Agent notwithstanding the failure of the Company to cause the same to be reflected in any interest accrued on such Cash Flow and Distribution Report. For purposes of any P&I Advance made determinations with respect to such Note by such party amounts payable to the Private Owner or the Manager under the Transaction Documents (if and as specified in including any accrual of interest), (I) amounts otherwise payable to the Lead Securitization Servicing Agreement Private Owner or the Manager that are suspended, withheld or remitted pursuant to any Non-Lead Securitization Servicing AgreementPO/Manager Distribution Instruction will be deemed to have been paid to the Private Owner or the Manager, as applicable), third, to reduce, on a pro rata basissuch 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 any suspended or withheld distributions (but not future distributions) in connection with any PO/Manager Distribution Reinstatement Notice are to be disregarded. Any amounts (otherwise payable to the Private Owner, including as the Manager) held by the Paying Agent pursuant to any PO/Manager Distribution Instruction will remain part of the Secured Assets, 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 payable on each Note by for the amount necessary benefit of, and as collateral agent for, the Initial Member and the other Indemnified Parties, at all times subject to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred any instructions from the Initial Member as may be included in a separate PO/Manager Distribution Instruction with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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 Agreementfurther disposition thereof.

Priority of Payments. Each Note (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 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 equal prioritythe applicable Sellers on account of the Purchase Price due from the Borrower to such Sellers pursuant to Section 2.02(e) of the Purchase and Sale Agreement, subject to any obligation of the Sellers to 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 the Purchase and Sale Agreement and any repayments of Intramonth Loans pursuant to Section 2.12(e) hereof shall be transferred by the Master Servicer (or a Subservicer on its behalf) to the Concentration Account, and no portion of either Note (y) the Borrower shall have priority or preference over any portion of the other Note or 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, or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied pay to the restoration or repair of following Persons, from the Mortgaged Property or released Concentration Account, to the Mortgage Loan Borrower extent of available funds the following amounts and in accordance with the terms 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, for the payment thereof, and (B) any payments to which it may be entitled from the Assets of the Mortgage Loan DocumentsTrust 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 limitation, any taxes payable by NZGT in respect of any amount distributed to or vested in the Beneficiary); (iii) THIRD, but excluding 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 and pari passu basis (A) if the Master Servicer is not an Affiliate of any 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, 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 and 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 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 repayment elected to be made by the Borrower pursuant to Section 2.02 of this Agreement; (viii) EIGHTH, 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; (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) all amounts for required reserves TENTH, to the Borrower or escrows required 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 Mortgage Loan Documents (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 extentConcentration 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, 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 limitation, any taxes payable by NZGT in respect of any amount distributed to or vested in the Beneficiary); (iii) THIRD, 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 and pari passu basis (A) if the Master Servicer is not an Affiliate of any 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 as 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 necessary to fund any Unpaid Balance owed by the 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, 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 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 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 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), 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 Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 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.

Priority of Payments. Each Note shall be of equal priority(a) In accordance with the Indenture, and no portion of either Note shall have priority on each Payment Date, the Trustee (or preference over any portion the Paying Agent on behalf of the other Note or security therefor. All amounts tendered by Trustee) shall segregate monies in the Mortgage Loan Borrower or otherwise available for payment on or Collateral Proceeds Account into the Class One CP Subaccount, in the case of funds received with respect to or in connection with the Class One Mortgage Loan or Loans, and the Mortgaged Property or amounts realized as proceeds thereofClass Two CP Subaccount, whether received in the form case 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 and Condemnation Proceeds (other than proceeds, awards or settlements to be applied funds received with respect to the restoration or repair of the Mortgaged Property or released to the Class Two Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), 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 statement furnished by the Master Servicer and shall distribute such funds for each Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries Pool 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 following manner: (i) funds in each CP Subaccount will be applied in the following order: (A) to the related Class A Bonds, an amount equal to the Accrued Interest on such Bonds or Amount for such Payment Date (plus any reimbursements interest for such Bonds or Amount remaining unpaid from any previous Payment Date); (B) to the related Class A Bonds, an amount equal to the related Bond Principal Amount, to be applied to reduce the outstanding principal balance thereof, until the related Class A Bonds have been paid in full; (C) if the amount in such CP Subaccount is in excess of P&I Advances 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; (D) to the related Class B Bonds, an amount equal to Accrued Interest on such Class B Bonds for such Payment Date (plus any interest for such Class B Bonds remaining unpaid from any previous Payment Date); (E) provided that the outstanding principal balance of the related Class A Bonds has been paid in full, to the related Class B Bonds, an amount equal to the related Bond Principal Amount, to be applied to reduce the outstanding principal balance thereof, until the related Class B Bonds have been paid in full; (F) 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 (E) 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 (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; 100 (G) To the extent amounts have been diverted into a CP Subaccount from another CP Subaccount pursuant to clauses (C) or (F) above and not reimbursed previously, equivalent amounts, to the extent of available funds, shall be diverted from the CP Subaccount so increased into the CP Subaccount from which the funds were taken; and (ii) any principal and interest thereonamounts on the Mortgage Loans remaining in each CP Subaccount shall be deposited in the Surplus Account and released from the lien of the Indenture and paid to the Depositor or such Person as the Depositor shall designate in accordance with Section 13.05 of the Indenture. (b) In the event that a Subordinated Trustee is appointed pursuant to Section 11 hereof, on each Payment Date after the payment of the Class A Bonds related to each Mortgage Pool in accordance with 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 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 (a)(ii). (c) All distributions or allocations made with respect to Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out each Class 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), 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 Holder (or its designee) to the Notes Bonds on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid each Payment Date shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, among the amounts payable on each Note by 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 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such 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 Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (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 Outstanding Bonds of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing AgreementClass.