Common use of Certain Calculations in Respect of the Whole Loan Clause in Contracts

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that order, in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from or on behalf of the Borrower, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds (other than amounts related to clause (b) insurance proceeds after a Loan Event of the definition thereof necessary Default that are not required to be applied distributed to the restoration, preservation or repair of the Property or to be released Companion Loan Holders pursuant to the Borrower in accordance with the Loan Documents) shall Co-Lender Agreement will be applied to towards amounts due and owing under the Loan Documents and the Co-Lender Agreement (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan DocumentsDocuments and the Co-Lender Agreement) shall be deemed to be applied: first, as a recovery of any related and unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, Notes (on a pro rata and pari passu basis, ) and then to the Trust A-B NoteNotes (on a pro rata basis), in that order); fourth, as a recovery of principal of the Whole Loan then due and owingowing on the Whole Loan, including by reason of acceleration of the Whole Loan following a default thereunder Loan Event of Default (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), ) and then second to the Trust A-B Note Notes (to reduce the outstanding principal balance of the Trust A-B NoteNotes on a pro rata basis), in that order, in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B NoteNotes (on a pro rata basis), in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and other similar fees, fees and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums Liquidated Damages Amounts then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole LoanLoan Event of Default) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note, in that orderNotes (on a pro rata basis); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note Notes and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note Notes and the Non-Trust A Notes on a pro rata basis)) and second, and to the then to the Trust A-B Note Notes (to reduce the outstanding principal balance of the Trust A-B NoteNotes on a pro rata basis), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes (on a pro rata basis) and then to Trust B Notes (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as a recovery of Yield Maintenance Premiums related Liquidated Damages Amounts then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, applicable (which amount is required to be treated as a collection on the Trust Loan); third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Interest Rate (without giving effect to any increase in such Note Interest Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth sixth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B NoteNotes, in that order); fourth, with respect to any Loan Interest Accrual Period that is after the Stated Maturity Date, and as to which the Whole Loan has not been repaid in full during the related Collection Period, as a recovery of Default Interest, but only at a per annum rate equal to 1.34%, with respect to the Whole Loan; fifth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note Notes and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note Notes and the Non-Trust A Notes on a pro rata basis), and then second to the Trust A-B Note Notes (to reduce the outstanding principal balance of the Trust A-B NoteNotes), in that order, in each case until their respective principal balances have been reduced to zero; fifthsixth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth sixth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes (on a pro rata basis), ) and then to the Trust A-B NoteNotes, in that order); sixthseventh, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventheighth, as an allocation of any other reserves to the extent then required to be held in escrow; eighthninth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninthtenth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tentheleventh, as a recovery of any remaining Default Interest (after application of clause fourth above) or any late charges then due and owing under the Whole Loan; and eleventhtwelvth, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Interest Rate (without giving effect to any increase in such Note the Interest Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth sixth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B NoteNotes, in that order); fourth, other than with respect to any collections that represent liquidation proceeds, as a recovery of Default Interest, but only after a per annum rate equal to 1.34%, with respect to the Whole Loan; fifth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note Notes and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note Notes and the Non-Trust A Notes on a pro rata basis), ) and then second to the Trust A-B Note Notes (to reduce the outstanding principal balance of the Trust A-B NoteNotes), in each case until their respective principal balances have been reduced to zero; fifthsixth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth sixth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes (on a pro rata basis), ) and then to the Trust A-B NoteNotes, in that order); sixthseventh, as a recovery of related Yield Maintenance Premiums then due and owing under the Whole Loan; seventheighth, as a recovery of any Default Interest (after application of clause fourth above) or any late charges then deemed to be due and owing under the Whole Loan; and eighthninth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Interest Rate on the Trust Loan or the Interest Rate on the Whole Loan Loan, as applicable, based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to Note B-1, and then to Note B-2, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that orderand then to Note B-1 (to reduce the outstanding principal balance of Note B-1), and then to Note B-2 (to reduce the outstanding principal balance of Note B-2), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, and then to Note B-1, and then to Note B-2, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B NoteNote and then to Note B-1 and then to Note B-2, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), and then to Note B-1 (to reduce the outstanding principal balance of Note B-1), and then to Note B-2 (to reduce the outstanding principal balance of Note B-2), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B NoteNote and then to Note B-1 and then to Note B-2, in that order); sixth, as a recovery of related Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to Note B, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that orderand then to Note B (to reduce the outstanding principal balance of Note B), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, and then to Note B, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B NoteNote and then to Note B, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), and then to Note B (to reduce the outstanding principal balance of Note B), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B NoteNote and then to Note B, in that order); sixth, as a recovery of related Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Mortgage Rate (without giving effect to any increase in such Note Mortgage Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A NotesNote, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to the Non-Trust B Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes Note (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes Note on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that orderand then to the Non-Trust B Note (to reduce the outstanding principal balance of the Non-Trust B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes Note (on a pro rata basis), and then to the Trust A-B Note, and then to the Non-Trust B Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the any Companion Loan Holders Holder in respect of the Whole Loan in the form of payments from or on behalf of the Borrower, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds (other than amounts related to clause (b) insurance proceeds after a Loan Event of the definition thereof necessary Default that are not required to be applied distributed to a Companion Loan Holder pursuant to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall Agreement Between Note Holders will be applied to towards amounts due and owing under the Loan Documents and the Agreement Between Note Holders (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender AgreementAgreement Between Note Holders; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan DocumentsDocuments and the Agreement Between Note Holders) shall be deemed to be applied: first, as a recovery of any related and unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the any Companion Loan HoldersHolder, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Whole Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes, Note (on a pro rata and pari passu basis, ) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owingowing on the Whole Loan, including by reason of acceleration of the Whole Loan following a default thereunder Loan Event of Default (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note Notes and the Non-Trust A Notes Note (to reduce the outstanding principal balance of the Trust A Note Notes and the Non-Trust A Notes Note on a pro rata basis), ) and then second to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that order, in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes Note (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and other similar fees, fees and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums Amounts then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the any Companion Loan Holders Holder in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole LoanLoan Event of Default) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes Note (on a pro rata basis) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note Notes and the Non-Trust A Notes Note (to reduce the outstanding principal balance of the Trust A Note Notes and the Non-Trust A Notes Note on a pro rata basis)) and second, and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a3.21(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note Notes and the Non-Trust A Notes Note (on a pro rata basis), ) and then to the Trust A-B Note, in that order); sixth, as a recovery of related Yield Maintenance Premiums Amounts then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).and

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, applicable (which amount is required to be treated as a collection on the Trust Loan); third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes Note on a pro rata pari passu basis), ) and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that order, in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), ) and then to the Trust A-B Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), ) and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), ) and then to the Trust A-B Note, in that order); sixth, as a recovery of related Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Mortgage Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to the Non-Trust B-1-A Note, and then to the Non-Trust B-1-B Note, and then to the Non-Trust B-2 Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that orderand then to the Non-Trust B-1-A Note (to reduce the outstanding principal balance of the Non-Trust B-1-A Note), and then to the Non-Trust B-1-B Note (to reduce the outstanding principal balance of the Non-Trust B-1-B Note) , and then to the Non-Trust B-2 Note (to reduce the outstanding principal balance of the Non-Trust B-2 Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, and then to the Non-Trust B-1-A Note, and then to the Non-Trust B-1-B Note, and then to the Non-Trust B-2 Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such the Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note and then to the Non-Trust B-1-A Note and then to the Non-Trust B-1-B Note and then to the Non-Trust B-2 Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), and then to the Non-Trust B-1-A Note (to reduce the outstanding principal balance of the Non-Trust B-1-A Note), and then to the Non-Trust B-1-B Note (to reduce the outstanding principal balance of the Non-Trust B-1-B Note), and then to the Non-Trust B-2 Note (to reduce the outstanding principal balance of the Non-Trust B-2 Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note and then to the Non-Trust B-1-A Note and then to the Non-Trust B-1-B Note and then to the Non-Trust B-2 Note, in that order); sixth, as a recovery of related Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to the Non-Trust B-1-A Note, and then to the Non-Trust B-1-B Note, and then to the Non-Trust B-2 Note, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in that orderand then to the Non-Trust B-1-A Note (to reduce the outstanding principal balance of the Non-Trust B-1-A Note), and then to the Non-Trust B-1-B Note (to reduce the outstanding principal balance of the Non-Trust B-1-B Note), and then to the Non-Trust B-2 Note (to reduce the outstanding principal balance of the Non-Trust B-2 Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, and then to the Non-Trust B-1-A Note, and then to the Non-Trust B-1-B Note, and then to the Non-Trust B-2 Note, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, consent fees and similar fees, and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions. (b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be applied in the following order of priority (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Companion Loan Advances and interest on Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis) and then to the Trust A-B Note, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), and then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), and then to the Trust A-B Note, in that order); sixth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan. (c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the weighted average Note Rate on the Whole Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).