Common use of Payments Following a Sequential Pay Event Clause in Contracts

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i), such excess amount shall be paid to the Note B Holder in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms of Section 5, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower Mortgagor or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Lead Master Servicer or Lead Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances, the proceeds of any purchase of the Mortgage Loan by a mezzanine lender pursuant to an option set forth in the related mezzanine intercreditor agreement if a Sequential Pay Event is then in effect and the proceeds of any purchase of the Defaulted A Loan by the Note B Holder under Section 12 if a Sequential Pay Event is then in effect), whether received in the form of monthly paymentsMonthly Payments, any operating income from or the Balloon Payment, Liquidation Proceeds, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower Mortgagor in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions)) and any other amounts paid by the Mortgagor under the Loan Documents shall be distributed by the Lead Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement or this Agreement, but excluding as applicable) (xprovided, however, that (1) there shall be excluded from the aggregate amount so distributed all amounts for required reserves or escrows required by the Mortgage Loan Documents (to continue the extent, in accordance with the terms of the Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and Agreement; (y2) there shall be excluded from the aggregate amount to be so distributed all amounts that are then due, payable or reimbursable to any Servicer, Lead Operating Advisor, Lead Certificate Administrator or Lead Trustee under the Servicing Agreement and this Agreement; provided (such distributions shall be made in a manner that complies with respect Sections 3(c), (d), (e), (f) and (g), including (without limitation) that (A) trustee fees, certificate administrator fees, operating advisor fees and asset representations reviewer fees, and any Servicing Fees due to the Lead Master Servicer in excess of a Non-Lead Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Lead Securitization Servicing Agreement) and any master servicing fees on mortgage loans other than the Mortgage Loan, and reimbursements of Securitization P&I Advances and Advance Interest Amounts thereon, shall be payable to such party only by the respective Note A Holder in respect of whose A Note such fees accrued or such advances were made, in each case out of amounts otherwise payable in respect of such A Note under the following provisions and (B) any Penalty Charges shall be allocated under the following provisions (without a purported exclusion on account of amounts payable to any Servicer, Lead Operating Advisor, Lead Certificate Administrator or Lead Trustee under the Servicing Agreement) and then paid or distributed in the manner set forth in Sections 3(g) and provided, yet further, that, with respect to any assumption or transfer fees explicitly payable pursuant to the Mortgage Loan Agreement to the Noteholders of the Notes not then currently held by a Securitization Trust, any such assumption or transfer fees that are actually so paid shall be distributed to the respective Noteholders of such Notes in the respective amounts payable to them as provided in the Mortgage Loan Agreement without deduction or exclusion): (ai) first, to the Senior NoteholdersNote A Holders, pro rataon a Pro Rata and Pari Passu Basis on the basis of their respective entitlements under this clause, in an amount equal to the accrued and unpaid interest on the aggregate their respective Note Principal Balance of the Senior Notes Balances at the Net Note A Rate; (bii) second, to the Senior NoteholdersNote A Holders, pro rata on a Pro Rata and Pari Passu Basis (based on their respective outstanding the Note Principal BalancesBalance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), until their respective the Note Principal Balances of the A Notes have been reduced to zero; (ciii) third, to the Senior Noteholders that have paid any unreimbursed costs and expensesNote A Holders, on a Pro rata Rata and Pari Passu Basis based on their respective entitlements under this clause, up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders the respective Note A Holders, including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgagor but not previously reimbursed to such Noteholders by the Mortgagor (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (div) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)i)-(iii) and, such excess amount shall be paid as a result of a Workout the Note A Principal Balance has been reduced, then to the Senior NoteholdersNote A Holders, on a Pro rata Rata and Pari Passu Basis (based on the Initial Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Initial Note Principal Balance of all such Noteholders’ Notes), in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Note A Net RateRate from and including the date(s) of such reduction to but excluding the Monthly Payment Date next succeeding the availability of funds under this clause; (fv) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninthfifth, to the extent one or more of the Note B Holder has Holders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements under this portion of this clause, for all such cure payments and to such Note B Holders, on a Pro Rata and Pari Passu Basis on the basis of their respective entitlements under this portion of this clause, in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by such Note B Holders in connection with any cure of a non-monetary default pursuant to Section 11, to the extent reimbursable by, but not previously reimbursed by, the Mortgagor; (vi) sixth, to the Note B Holder for all such amountsHolders, on a Pro Rata and Pari Passu Basis based on their respective entitlements under this clause, in an amount equal to the accrued and unpaid interest on their respective Note Principal Balances at the Net Note B Rate; (jvii) tenthseventh, to the Note B Holders, on a Pro Rata and Pari Passu Basis (based on the Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), until the Note Principal Balances of the B Notes have been reduced to zero; (viii) eighth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)i)-(vii) and, such excess amount shall be paid as a result of a Workout the Note B Principal Balance has been reduced, then to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis (based on the Initial Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Initial Note Principal Balance of all such Noteholders’ Notes), in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B RateRate from and including the date(s) of such reduction to but excluding the Monthly Payment Date next succeeding the availability of funds under this clause; (kix) ninth, to the Note A Holders, on a Pro Rata and Pari Passu Basis (based on the Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), in an aggregate amount equal to the product of (i) the Aggregate Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgagor; (x) tenth, to the Note B Holders, on a Pro Rata and Pari Passu Basis (based on the Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), in an aggregate amount equal to the product of (i) the Aggregate Note B Percentage Interest multiplied by (ii) the Note B Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgagor; (xi) eleventh, to the extent assumption or transfer fees actually paid by Note A Holders, on a Pro Rata and Pari Passu Basis (based on the Mortgage Loan Borrower are not required to be otherwise applied Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), the Aggregate Note A Percentage Interest of any Penalty Charges and late payment charges then due and owing under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees; (xii) twelfth, to the extent actually paid by Note B Holders, on a Pro Rata and Pari Passu Basis (based on the Note Principal Balance of each such Noteholder’s Note as a percentage of the aggregate Note Principal Balance of all such Noteholders’ Notes), the Aggregate Note B Percentage Interest of any Penalty Charges and late payment charges then due and owing under the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata based on their respective Percentage InterestsLoan; and (lxiii) twelfththirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ki)-(xii), any such remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holders in accordance with their respective the initial Aggregate Note A Percentage Interests. Penalty Charges paid on Interest and the Senior Notes pursuant initial Aggregate Note B Percentage Interest, respectively, with the amount distributed to Section 3 or Section 4 hereunder, shall the Note A Holders to be allocated to each Senior Noteholder among them on a Pro rata Rata and Pari Passu Basis based on the respective initial Note Principal Balances of the A Notes and applied first, the amount distributed to reduce, the Note B Holders to be allocated among them on a pro rata basis, the amounts payable Pro Rata and Pari Passu Basis based on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms respective initial Note Principal Balances of the Securitization Servicing Agreement, second, B Notes. To the extent that amounts distributable to reduce, on a pro rata basis, Noteholder as described above constitute proceeds of the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to purchase of the Mortgage Loan (as specified in by a mezzanine lender pursuant to an option granted under the Securitization Servicing Agreement) and finally, in related mezzanine intercreditor agreement or the case proceeds of the remaining amount purchase of Penalty Charges allocable the Defaulted A Loan by the Note B Holder pursuant to Section 3 or Section 4 hereunder12, to such amounts shall be paid so distributable to the Master Servicer and/or Person who was the Special Servicer applicable Noteholder immediately prior to such purchase. No portion of the proceeds of a purchase of the Defaulted A Loan by the Note B Holder(s) shall be distributable to any Note B Holder in that capacity. The proceeds of any sale of the Defaulted Securitized A Loan shall be distributable solely as additional servicing compensation as provided set forth in the Securitization Servicing AgreementSection 4(j)(iv) and not under this subsection.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan (including any Penalty Charges) pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior NoteholdersNote Holders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the applicable Senior Notes Note at the Net Senior Note A Rate; (b) second, to each of the Senior NoteholdersNote Holders, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to each of the Senior Noteholders that have paid any unreimbursed costs and expenses, Note Holders on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Note Holders including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Noteholders Note Holders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata Rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (ie) ninthfifth, to the extent the a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the such Note B Holder on a Pro Rata and Pari Passu Basis for all such amountscure payments; (jf) tenthsixth, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 Rate, respectively; (g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their outstanding Principal Balances, until their Principal Balances have been reduced to zero; (h) eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms B-1 or Note B-2, as applicable, as a result of Section 5such Workout, plus interest on such amount at the related Note B B-1 Rate or Note B-2 Rate, as applicable; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Note Holder, the NoteholdersNote B-1 Holder and the Note B-2 Holder, pro rata rata, based on their respective Percentage Interests; and; (k) eleventh, to the Senior Note Holders, on a pro rata basis, in an amount equal to Penalty Charges received, if any; (l) twelfth, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to Penalty Charges received, if any; and (m) thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(l), any remaining amount shall be paid pro rata to each Senior Note Holder, the Noteholders Note B-1 Holder and the Note B-2 Holder in accordance with their respective initial Percentage Interests. For clarification purposes, Penalty Charges paid on each of the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each the Senior Noteholder Note Holders on a Pro pro rata and Pari Passu Basis basis and applied first, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each such Senior Notes Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to be paid the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement. Penalty Charges paid on the Note B-1 and Note B- 2 pursuant to Section 3 or Section 4 hereunder shall be allocated to the Note B -1 Holder and the Note B -2 Holder on a pro rata basis and applied first, to reduce, on a pro rata basis, the amounts payable on Note B -1 and Note B -2 by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Note B -1 and Note B -2 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on Note B -1 and Note B -2 by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution operation of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the Mortgage Loan (including any Penalty Charges) pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A Holders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate applicable Note A Principal Balance of the Senior Notes at the related Net Note A Rate; (b) second, to the Senior NoteholdersNote A Holders, pro rata on a Pro Rata and Pari Passu Basis, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, Note A Holders on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A Holders including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A Holders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the applicable Note A Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, to the extent one or more Note B Holders has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B Holder(s) on a Pro Rata and Pari Passu Basis for all such cure payments; (f) sixth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)a)-(e) and, as a result of a Workout, the Note A Principal Balance has been reduced, such excess amount shall be paid to the Senior NoteholdersNote A Holders, on a Pro rata Rata and Pari Passu Basis Basis, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Note A Net Rate; (fg) sixthseventh, to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid interest on the applicable Note B Principal Balance at the related Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis, based on their outstanding Principal Balances, in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date remaining after giving effect to the allocations in clause (b) above, until the Note B Principal Balances have been reduced to zero; (i) ninth, to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the applicable Note B Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout, the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata rata, based on their respective Percentage Interests; and; (l) twelfth, to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to Penalty Charges received, if any; (m) thirteenth, to the Note B Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to Penalty Charges received, if any; and (n) fourteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(m), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. For clarification purposes, after Securitization of any of the Notes, Penalty Charges (as defined in the Securitization Servicing Agreement) paid on the Senior A Notes and the B Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied allocated, first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reducepay, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid hereunder to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedexcept, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard this Agreement and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts (other than special servicing compensation and P&I Advances payable or reimbursable as provided below) that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, (i) first, to the Senior NoteholdersNoteholders (or the Master Servicer or the Trustee and, if applicable, the master servicers and trustees of the related Non-Lead Securitizations of Senior Notes), up to the amount of any Servicing Advances that are Nonrecoverable Advances (or in the case of a master servicer of any Non-Lead Securitization, if applicable, its pro ratarata share of any Servicing Advances that are Nonrecoverable Advances previously reimbursed to the Master Servicer or the Trustee from general collections of the related Non-Lead Securitization Trust) that remain unreimbursed (together with interest thereon at the applicable Advance Rate), (ii) second, to each Senior Noteholder (or the Master Servicer or the Trustee and the master servicers or trustees of the related Non-Lead Securitizations of Senior Notes), up to the amount of any P&I Advance that is a Nonrecoverable Advance or analogous concept under the related servicing agreement with respect to such Senior Note, as applicable, on a pro rata and pari passu basis (based on the total outstanding principal balance of the A Notes) that remain unreimbursed (together with interest thereon at the applicable Advance Rate or analogous concept under such Non-Lead Securitization), (iii) third, to each Note B Holder (or the Master Servicer or the Trustee), up to the amount of any P&I Advance that is a Nonrecoverable Advance with respect to such B Note, as applicable, on a pro rata and pari passu basis, based on the total outstanding principal balance of the B Notes, that remain unreimbursed (together with interest thereon at the applicable Advance Rate) and (iv) fourth, to the Holders of the Lead Securitization Notes (or the Master Servicer or the Trustee of the Lead Securitization and, if applicable, the master servicers of the related Non-Lead Securitizations of Senior Notes), up to the amount of any Administrative Advances that are Nonrecoverable Advances (or in the case of a master servicer of any Non-Lead Securitization, if applicable, its pro rata share of any Administrative Advances that are Nonrecoverable Advances previously reimbursed to the Master Servicer or the Trustee from general collections of the related Non-Lead Securitization Trust); (b) second, to the Senior Noteholders in an amount equal to the accrued and unpaid interest on the aggregate Senior Note Principal Balance of the Senior Notes at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder Holders in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (d) fourth, to the Senior Noteholders in an amount equal to the Senior Note Principal Balance until the Senior Note Principal Balance has been reduced to zero; (e) fifth, to each Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by such Senior Noteholder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs, to be allocated pro rata based on the amounts due to each Senior Noteholder pursuant to this clause; (f) sixth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(e) and, as a result of a Workout, the Senior Note Principal Balance has been reduced, such excess amount shall be paid to the Senior Noteholders in an amount up to the reduction, if any, of the Senior Note Principal Balance as a result of such Workout, plus interest on such amount at the Net Senior Note Rate; (g) seventh, to the Note B HolderHolders in an amount equal to the Note B Principal Balance, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal Holders up to the product amount of (i) the Percentage Interest of such Note, multiplied any unreimbursed costs and expenses paid by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by Holders with respect to the Mortgage Loan Borrowerpursuant to this Agreement or the Servicing Agreement, including any Recovered Costs; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout, the Note B Principal Balance has been reduced, such excess amount shall be paid to the Note B Holder Holders in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Net Note B Rate; (j) tenth, to the extent the Note C Holders have made any payments or advances to cure defaults pursuant to Section 11 of this Agreement, to reimburse the Note C Holder for all such cure payments; (k) eleventh, to each Note C Holder (or the master servicer or trustee of the related Non-Lead Securitization), up to the amount of any P&I Advance that is a Nonrecoverable Advance or analogous concept under the related Note C TA with respect to such C Note, as applicable, on a pro rata and pari passu basis (based on the total outstanding principal balance of the C Notes) that remain unreimbursed (together with interest thereon at the applicable Advance Rate or analogous concept under the Note C TA); (l) twelfth, to the Note C Holder in an amount equal to the accrued and unpaid interest on the Note C Principal Balance at the Net Note C Rate; (m) thirteenth, to the Note C Holder in an amount equal to the Note C Principal Balance, until the Note C Principal Balance has been reduced to zero; (n) fourteenth, to the Note C Holder up to the amount of any unreimbursed costs and expenses paid by the Note C Holder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout, the Note C Principal Balance has been reduced, such excess amount shall be paid to the Note C Holder in an amount up to the reduction, if any, of the Note C Principal Balance as a result of such Workout, plus interest on such amount at the Net Note C Rate; (p) sixteenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount up to the amount allocable to the Senior Notes in accordance with the Mortgage Loan Documents; (q) seventeenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holders in an amount up to the amount allocable to Note B in accordance with the Mortgage Loan Documents; (r) eighteenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note C Holder in an amount up to the amount allocable to Note C in accordance with the Mortgage Loan Documents; (s) nineteenth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders, the Note B Holders and the Note C Holders, pro rata rata, based on their respective Percentage Interests; and (lt) twelfthtwentieth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(s), any remaining amount shall be paid pro rata to the Noteholders Senior Noteholders, the Note B Holders and the Note C Holders in accordance with their respective initial Percentage Interests. Penalty Charges paid on As used in clauses (a) through (t) above, (i) payments to the Senior Notes pursuant to Section 3 or Section 4 hereunder, Noteholders shall be allocated made to each Senior Noteholder on a Pro of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder, pro rata and Pari Passu Basis pari passu, based on their respective Principal Balance, (ii) payments to the Note B Holders shall be made to each of the Note B-1 Holder and applied firstthe Note B-2 Holder, to reduce, on a pro rata basisand pari passu, based on their respective Principal Balance, and (iii) payments to the amounts payable on the Senior Notes by the amount necessary Note C Holders shall be made to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms each of the Securitization Servicing AgreementNote C-1 Holder and the Note C-2 Holder, second, to reduce, on a pro rata basisand pari passu, the based on their respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementPrincipal Balance.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, Noteholders in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate their respective Senior Note Principal Balance of the Senior Notes Balances, in each case, at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to their respective outstanding Senior Note Principal Balances, until their respective the Senior Note Principal Balances have been reduced to zero; (c) third, to the any Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Noteholders, including any Recovered Costs not previously reimbursed to such Noteholders Senior Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on the Senior Notes to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, Noteholders on a Pro rata Rata and Pari Passu Basis in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B Holder Junior Noteholder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the Junior Note B Principal Balance at the Net Junior Note B Rate,; (g) seventh, to the Junior Noteholder in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Junior Noteholder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on Junior Note to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Noteholder and the NoteholdersJunior Noteholder, pro rata rata, based on their respective Percentage Interests; and (l) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid to each Senior Noteholder and the Junior Noteholder, pro rata to the Noteholders in accordance with rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, (A) prior to the related Securitization of such Non-Lead Securitization Note, be paid to the related Non-Lead Securitization Noteholder, or (B) on and after the related Securitization of such Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Note pursuant to Section 3 or Section 4 hereunder shall be allocated to the Junior Noteholder and applied first, to reduce the amount payable on the Junior Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the amount payable on the Junior Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to the Junior Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amount payable on the Junior Note by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the Junior Noteholder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance of and the Senior Notes Note A-2-B Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior NoteholdersNote A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder, pro rata (based on their respective outstanding the Note A-1-A Principal BalancesBalance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance and the Note A-2-B Principal Balance), until their respective the Note A-1-A Principal Balances Balance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance and the Note A-2-B Principal Balance have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and expensesthe Note A-2-B Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder, pro rata (based on a Pro rata the Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance and Pari Passu Basis, the Note A-2-B Principal Balance) in an aggregate amount equal to the product of (i) the sum of the Note A Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of Note A-1-A, Note A-1-B, Note A-2-A and Note A-2-B has been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder pro rata (based on a Pro rata the Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance and Pari Passu Basis the Note A-2-B Principal Balance) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A-1-A Principal Losses previously allocated to Balance, the Senior Noteholders in accordance with Note A-1-B Principal Balance, the terms Note A-2-A Principal Balance and the Note A-2-B Principal Balance as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on extent the Note B Principal Balance at the Net Note B Rate, (g) seventhB-1-A Holder, to the Note B-1-B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to B-2-A Holder and the Note B-2-B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder for all such amountscure payments; and to the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance, respectively, at the Net Note B Rate; (h) eighth, to the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder, pro rata (based on the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance), until the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance have been reduced to zero; (i) ninth, to the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder, pro rata (based on the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the aggregate Principal Balance of Note X-0-X, Xxxx X-0-X, Xxxx X-0-X and Note B-2-B has been reduced, such excess amount shall be paid to the Note B-1-A Holder, Note B-1-B Holder, Note B-2-A Holder and Note B-2-B Holder pro rata (based on the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B-1-A Principal Balance, the Note B-1-B Holder in accordance with Principal Balance, the terms Note B-2-A Principal Balance and the Note B-2-B Principal Balance as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note B Rate; (k) eleventh, to the extent the Note C-1 Holder and the Note C-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note C-1 Holder and the Note C-2 Holder for all such cure payments; and to the Note C-1 Holder and the Note C-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note C-1 Holder and the Note C-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (l) twelfth, to the Note C-1 Holder and the Note C-2 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note C-1 Principal Balance and the Note C-2 Principal Balance, respectively, at the Net Note C Rate; (m) thirteenth, to the Note C-1 Holder and the Note C-2 Holder, pro rata (based on the Note C-1 Principal Balance and the Note C-2 Principal Balance), until the Note C-1 Principal Balance and the Note C-2 Principal Balance have been reduced to zero; (n) fourteenth, to the Note C-1 Holder and the Note C-2 Holder, pro rata (based on the Note C-1 Principal Balance and the Note C-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note C Percentage Interest multiplied by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the aggregate Principal Balance of Note C-1 and Note C-2 has been reduced, such excess amount shall be paid to the Note C-1 Holder and Note C-2 Holder pro rata (based on the Note C-1 Principal Balance and the Note C-2 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note C-1 Principal Balance and the Note C-2 Principal Balance as a result of such Workout, plus interest on such amount at the related Note C Rate; (p) sixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders, the Note B Holders and the Note C Holders in accordance with the Note A Percentage Interest, the Note B Percentage Interest and the Note C Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder pro rata based on their respective Percentage Intereststhe Note A-1-A Principal Balance, the Note A-1-B Principal Balance, the Note A-2-A Principal Balance and the Note A-2-B Principal Balance, with the amount distributed to the Note B Holders to be allocated between the Note B-1-A Holder, the Note B-1-B Holder, the Note B-2-A Holder and the Note B-2-B Holder pro rata based on the Note B-1-A Principal Balance, the Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance, and with the amount distributed to the Note C Holders to be allocated between the Note C-1 Holder and the Note C-2 Holder pro rata based on the Note C-1 Principal Balance and the Note C-2 Principal Balance; and (lq) twelfthseventeenth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(p), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basisNote A Holders, the amounts payable on Note B Holders and the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances Note C Holders in accordance with the terms of initial Note A Percentage Interest, the Securitization Servicing Agreementinitial Note B Percentage Interest and the initial Note C Percentage Interest, secondrespectively, with the amount distributed to reducethe Note A Holders to be allocated between the Note A-1-A Holder, on a the Note A-1-B Holder, the Note A-2-A Holder and the Note A-2-B Holder pro rata basisbased on the Note A-1-A Principal Balance, the respective amounts payable on Senior Notes by Note A-1-B Principal Balance, the Note A-2-A Principal Balance and the Note A-2-B Principal Balance, with the amount necessary distributed to pay the Master ServicerNote B Holders to be allocated among the Note B-1-A Holder, Trusteethe Note B-1-B Holder, Nonthe Note B-2-Lead Master Servicer or NonA Holder and the Note B-2-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a B Holder pro rata basisbased on the Note B-1-A Principal Balance, the amounts payable Note B-1-B Principal Balance, the Note B-2-A Principal Balance and the Note B-2-B Principal Balance, and with the amount distributed to the Note C Holders to be allocated between the Note C-1 Holder and the Note C-2 Holder pro rata based on the Senior Notes by Note C-1 Principal Balance and the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementNote C-2 Principal Balance.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance of and the Senior Notes Note A-2-3 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior NoteholdersNote A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder, pro rata (based on their respective outstanding the Note A-1-1 Principal BalancesBalance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance), until their respective the Note A-1-1 Principal Balances Balance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and expensesthe Note A-2-3 Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder, pro rata (based on a Pro rata the Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and Pari Passu Basis, the Note A-2-3 Principal Balance) in an aggregate amount equal to the product of (i) the sum of the Note A Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of Note A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 and Note A-2-3 has been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder pro rata (based on a Pro rata the Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and Pari Passu Basis the Note A-2-3 Principal Balance) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A-1-1 Principal Losses previously allocated to Balance, the Senior Noteholders in accordance with Note A-1-2 Principal Balance, the terms Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B B-1 Holder has and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B B-1 Holder and the Note B-2 Holder for all such amountscure payments; and to the Note B-1 Holder and the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B-1 Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance and the Note B-2 Principal Balance, respectively, at the Net Note B Rate; (h) eighth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance), until the Note B-1 Principal Balance and the Note B-2 Principal Balance have been reduced to zero; (i) ninth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the aggregate Principal Balance of Note B-1 and Note B-2 has been reduced, such excess amount shall be paid to the Note B B-1 Holder and Note B-2 Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with B-1 Principal Balance and the terms Note B-2 Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holders in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder pro rata based on their respective Percentage Intereststhe Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on Note A Holders and the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances Note B Holders in accordance with the terms of initial Note A Percentage Interest and the Securitization Servicing Agreementinitial Note B Percentage Interest, secondrespectively, with the amount distributed to reducethe Note A Holders to be allocated between the Note A-1-1 Holder, on a the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2-3 Holder pro rata basisbased on the Note A-1-1 Principal Balance, the respective amounts payable on Senior Notes by Note A-1-2 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance, and with the amount necessary distributed to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect Note B Holders to such Notes by such party (if be allocated between the Note B-1 Holder and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a Note B-2 Holder pro rata basis, the amounts payable based on the Senior Notes by Note B-1 Principal Balance and the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementNote B-2 Principal Balance.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, pro ratathe Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance of and the Senior Notes Note A-6 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Noteholders, pro rata based on their respective outstanding Note Principal BalancesBalance, until their respective the Senior Note Principal Balances have Balance has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 and Note A-6 to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis Noteholder in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B Holder Junior Noteholder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the Junior Note B Principal Balance at the Net Junior Note B Rate,; (g) seventh, to the Junior Noteholder in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Junior Noteholder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on the Junior Note to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (l) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Junior Noteholder, pro rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, (A) prior to the related Securitization of such Non-Lead Securitization Note, be paid to the related Non-Lead Securitization Noteholder, or (B) on and after the related Securitization of such Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Note pursuant to Section 3 or Section 4 hereunder shall be allocated to the Junior Noteholder and applied first, to reduce the amounts payable on Junior Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the amounts payable on the Junior Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce the amounts payable on the Junior Note by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the Junior Noteholder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made on the Master Servicer Remittance Date or at such other times as are set forth in the Servicing Agreement): (a) first, ratably to the Senior NoteholdersNote A-1 Holder, pro ratathe Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at the Net Note A-4 Rate, on the Note A-5 Principal Balance at the Net Note A-5 Rate, on the Note A-6 Principal Balance at the Net Note A-6 Rate, on the Note A-7 Principal Balance at the Net Note A-7 Rate, on the Note A-8 Principal Balance at the Net Note A-8 Rate, on the Note A-9 Principal Balance at the Net Note A-9 Rate and on the Note A-10 Principal Balance at the Net Note A-10 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder, pro rata based on their respective the related outstanding Principal BalancesBalance, until their respective such Principal Balances have Balance has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and expenses, the Note A-10 Holder on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and/or the Note A-10 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A A-1 Relative Spread, multiplied by the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread, the Note A-5 Relative Spread, the Note A-6 Relative Spread, the Note A-7 Relative Spread, the Note A-8 Relative Spread, the Note A-9 Relative Spread and the Note A-10 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance and the Note A-10 Principal Balance have been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1 Holder, on a Pro rata the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and Pari Passu Basis the Note A-10 Holder, pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A-1 Principal Losses previously allocated to Balance, the Senior Noteholders in accordance with Note A-2 Principal Balance, the terms Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance and the Note A-10 Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Net Note A A-1 Rate, the Net Note A-2 Rate, the Net Note A-3 Rate, the Net Note A-4 Rate, the Net Note A-5 Rate, the Net Note A-6 Rate, the Net Note A-7 Rate, the Net Note A-8 Rate, the Net Note A-9 Rate and the Net Note A-10 Rate, as applicable; (f) sixth, to the extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Junior Noteholders for all such cure payments on a pro rata basis in accordance with such payments or advances made; (g) seventh, ratably, to the Note B B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder in an amount equal to the accrued and unpaid interest on the Note B B-1 Principal Balance at the Net Note B B-1 Rate,; on the Note B-2 Principal Balance at the Net Note B-2 Rate; on the Note B-3 Principal Balance at the Net Note B-3 Rate; on the Note B-4 Principal Balance at the Net Note B-4 Rate; on the Note B-5 Principal Balance at the Net Note B-5 Rate; on the Note B-6 Principal Balance at the Net Note B-6 Rate; on the Note B-7 Principal Balance at the Net Note B-7 Rate; on the Note B-8 Principal Balance at the Net Note B-8 Rate; on the Note B-9 Principal Balance at the Net Note B-9 Rate; and on the Note B-10 Principal Balance at the Net Note B-10 Rate. (gh) seventheighth, to the Note B B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari Passu Basis, in an amount equal to the related Principal Balance, until the Note B such Principal Balance has been reduced to zero; (hi) eighthninth, to the Note B B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B B-1 Relative Spread, multiplied by the Note B-2 Relative Spread, the Note B-3 Relative Spread, the Note B-4 Relative Spread, the Note B-5 Relative Spread, the Note B-6 Relative Spread, the Note B-7 Relative Spread, the Note B-8 Relative Spread, the Note B-9 Relative Spread or the Note B-10 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Notes has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholders in an amount up to the aggregate reduction, if any, of unreimbursed Realized the related Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Net Note B B-1 Rate, the Net Note B-2 Rate, the Net Note B-3 Rate, the Net Note B-4 Rate, the Net Note B-5 Rate, the Net Note B-6 Rate, the Net Note B-7 Rate, the Net Note B-8 Rate, the Net Note B-9 Rate or the Net Note B-10 Rate, as applicable; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders and the Junior Noteholders, pro rata rata, based on their respective Percentage Interests; and; (l) twelfth, to the Senior Noteholders on a pro rata basis in any amount equal to any Penalty Charges received with respect to the related Note; (m) thirteenth, to the Junior Noteholders in an amount equal to any Penalty Charges received with respect to the related Note; and (n) fourteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(m), any remaining amount shall be paid pro rata to the Senior Noteholders and the Junior Noteholders in accordance with their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro pro rata and Pari Passu Basis basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Noteholder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Notes pursuant to Section 3 or Section 4 hereunder shall be allocated to each Junior Noteholder on a pro rata basis and applied first, to reduce, on a pro rata basis, the amounts payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and Note B-10 by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and Note B-10 by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and Note B-10 by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the related Junior Noteholder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such A Note at the Net Note A RateRate of such Note; (b) second, to the Senior Noteholderseach Note A Holder, pro rata (based on their respective outstanding the Principal Balances, Balances of such Notes) until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenseseach Note A Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A Holder including any Recovered Costs not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursedreimbursed to such Servicer) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders each Note A Holder, pro rata (based on a Pro rata and Pari Passu Basis, their respective entitlements) in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Relative Spread of such Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of the A Notes has been reduced, such excess amount shall be paid to each Note A Holder pro rata (based on the Senior Noteholders, on a Pro rata and Pari Passu Basis Principal Balances of such Notes) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to Balance of the Senior Noteholders in accordance with the terms each A Note as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A Net Rate; (f) sixth, to the each Note B Holder Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B Principal Balance of such B Note at the Net Note B Rate,Rate of such Note; (g) seventh, to the each Note B Holder, pro rata (based on the Principal Balances of such Notes) until the Note B their respective Principal Balance has Balances have been reduced to zero; (h) eighth, to the each Note B Holder Holder, pro rata (based on their respective entitlements) in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Relative Spread of such Note B Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to each Note B Holder, pro rata (based on their respective entitlements to reimbursement for cure payments) to reimburse the Note B Holder such Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, such excess amount shall be paid as a result of a Workout the aggregate Principal Balance of a B Note has been reduced, to the each Note B Holder Holder, pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of such Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note Interest Rate of such B Rate;Note; and (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly payments, prepayments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest (exclusive of default interest) on the aggregate Principal Balance of the Senior Notes at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (e) fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest (exclusive of default interest) on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i), such excess amount shall be paid to the Note B Holder in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms of Section 5, plus interest on such amount at the related Note B Rate; (k) eleventh, to the Senior Noteholders on a Pro rata and Pari Passu Basis, accrued and unpaid default interest on the Senior Notes at the default rate; (l) twelfth, to the Note B Holder, accrued and unpaid default interest on the Note B at the default rate; (m) thirteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata based on their respective initial Percentage Interests; and (ln) twelfthfourteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Penalty Charges, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the applicable Senior Notes Note at the Net Senior Note A Rate; (b) second, to each of the Senior Noteholders, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to each of the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Senior Noteholders including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Noteholders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Senior Notes; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at extent the Note A Net RateB Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Principal Balance of Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B Holder, Holder until the Note B its Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Note B; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms B, as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, (only to the extent not required to pay interest on Advances, to reimburse amounts paid as Servicing Advances, to be applied to additional expenses of the Lead Securitization Trust or to be paid as additional servicing compensation to the Master Servicer and/or the Special Servicer, as provided in the last paragraph of this Section 4), to each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its Percentage Interest of any Penalty Charges, in each case to the extent actually paid by the Mortgage Loan Borrower; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Noteholder and the NoteholdersNote B Holder, pro rata rata, based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to each Senior Noteholder and the Noteholders Note B Holder in accordance with their respective initial Percentage Interests. Pursuant to the Securitization Servicing Agreement, Penalty Charges actually paid on by the Senior Notes pursuant Mortgage Loan Borrower shall be applied by the Master Servicer (prior to allocation to the Noteholders under Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied 4) for following purposes: (1) first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary (i) to pay the Master Servicer, the Trustee or the Special Servicer for each Noteholder’s pro rata share of any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary ; and (ii) to pay the Master Servicer, Trustee, Servicer or the Trustee or a Non-Lead Master Servicer or Non-Lead Trustee for any the amount, if any, of interest accrued on any P&I Advance made with respect to such Notes any Note by such party party; (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement2) second, as applicable), third, be used to reduce, on a pro rata basis, each Noteholder’s share of additional expenses of the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses Lead Securitization Trust (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement); and (3) and finallythird, to the extent provided in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderSecuritization Servicing Agreement, to be paid to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreementcompensation.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan (including any Penalty Charges) pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the applicable Senior Notes Note at the Net Senior Note A Rate; (b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Principal Balance of Note B at the Net Note B Rate; (c) third, to each of the Senior Noteholders, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (cd) thirdfourth, to each of the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Senior Noteholders including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (de) fourthfifth, to each of the Senior Noteholders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata Borrower and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net RateNotes; (f) sixth, to the extent the Note B Holder in an amount equal has made any payments or advances to the accrued and unpaid interest on cure defaults pursuant to Section 11, to reimburse the Note B Principal Balance at the Net Note B Rate,Holder for all such cure payments; (g) seventh, to the Note B Holder, Holder until the Note B its Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Note B; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms B, as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Noteholder and the NoteholdersNote B Holder, pro rata rata, based on their respective Percentage Interests; and; (k) eleventh, to the Senior Noteholders, on a pro rata basis, in an amount equal to Penalty Charges received, if any; (l) twelfth, to the Note B Holder, in an amount equal to Penalty Charges received, if any; and (m) thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(l), any remaining amount shall be paid pro rata to each Senior Noteholder and the Noteholders Note B Holder in accordance with their respective initial Percentage Interests. For clarification purposes, Penalty Charges paid on each of the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each the Senior Noteholder Noteholders on a Pro pro rata and Pari Passu Basis basis and applied first, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each such Senior Notes Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay additional trust fund expenses (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Noteholder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement. Penalty Charges paid on the Note B pursuant to Section 3 or Section 4 hereunder shall be applied first, to reduce the amounts payable on Note B by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce the amounts payable on Note B by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce the amounts payable on Note B by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the each Senior Notes Note at the each applicable Net Note A Rate, respectively; (b) second, to the Senior NoteholdersNoteholders in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Noteholder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Noteholders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A Relative SpreadSpread of such Note, multiplied by as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the Principal Balance of any Senior Note has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance for such Note as a result of Section 5such Workout, plus interest on such amount at the related Note A Net Rate, as applicable; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B HolderHolder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersSenior Noteholders and the Note B Holder, pro rata rata, based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(m), any remaining amount shall be paid pro rata to the Senior Noteholders and the Note B Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Penalty Charges, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Noteholders, pro rata, in an amount equal to the accrued and unpaid interest interest, excluding the May-July 2020 Deferred Interest Payment, on the aggregate Principal Balance of the applicable Senior Notes Note at the Net Senior Note A Rate; (b) second, to each of the Senior Noteholders, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to each of the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Senior Noteholders including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Noteholders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Senior Notes; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at extent the Note A Net RateB Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest interest, excluding the May-July 2020 Deferred Interest Payment, on the Principal Balance of Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B Holder, Holder until the Note B its Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Note B; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms B, as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (j) tenth, (only to the extent not required to pay interest on Advances, to reimburse amounts paid as Servicing Advances, to be applied to additional expenses of the Lead Securitization Trust or to be paid as additional servicing compensation to the Master Servicer and/or the Special Servicer, as provided in the last paragraph of this Section 4), to each Note A Holder and each Note B Holder (or any Servicer or Trustee (if any), as applicable, on its behalf) its Percentage Interest of any Penalty Charges, in each case to the extent actually paid by the Mortgage Loan Borrower; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Noteholder and the NoteholdersNote B Holder, pro rata rata, based on their respective Percentage Interests; and; (l) twelfth, if (x) all of the amounts described in the foregoing clauses (a)-(k) that are due and owing with respect to the Loan have been paid in full, (y) the May-July 2020 Deferred Interest Payment has become due and payable pursuant to the terms of the Mortgage Loan Agreement and (z) the Mortgaged Property is not an REO Property, then, to BANA, the May-July 2020 Deferred Interest Payment, until the May-July 2020 Deferred Interest Payment is paid to BANA in full; and (m) thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(l), any remaining such excess amount shall be paid pro rata to each Senior Noteholder and the Noteholders Note B Holder in accordance with their respective initial Percentage Interests; provided, however, that if the Mortgaged Property is an REO Property, then the aggregate portion of such excess amount that would have been payable to the Senior Noteholders pursuant to the foregoing provision of this priority thirteenth shall instead be applied first, to pay any unpaid amount of the May-July 2020 Deferred Interest Payment to BANA, until the May-July 2020 Deferred Interest Payment has been paid to BANA in full, and second, to pay any remainder of such portion of such excess amount to the Senior Noteholders pro rata in accordance with their respective Percentage Interests. Pursuant to the Securitization Servicing Agreement, Penalty Charges actually paid on by the Senior Notes pursuant Mortgage Loan Borrower shall be applied by the Master Servicer (prior to allocation to the Noteholders under Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied 4) for following purposes: (1) first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary (i) to pay the Master Servicer, the Trustee or the Special Servicer for each Noteholder’s pro rata share of any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary ; and (ii) to pay the Master Servicer, Trustee, Servicer or the Trustee or a Non-Lead Master Servicer or Non-Lead Trustee for any the amount, if any, of interest accrued on any P&I Advance made with respect to such Notes any Note by such party party; (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement2) second, as applicable), third, be used to reduce, on a pro rata basis, each Noteholder’s share of additional expenses of the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses Lead Securitization Trust (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement); and (3) and finallythird, to the extent provided in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderSecuritization Servicing Agreement, to be paid to pay the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreementcompensation.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions)) and any other amounts paid by Mortgage Loan Borrower under the Mortgage Loan Documents, but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing this Agreement): (a) first, to the each Senior NoteholdersNoteholder, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Senior Note Principal Balance of the Senior Notes at the Net Senior Note A Rate; (b) second, to each Senior Noteholder, pro rata, based on the outstanding Senior Note Principal Balance, until the Senior NoteholdersNote Principal Balance has been reduced to zero; provided, pro rata based that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal on their respective outstanding the Mortgage Loan and payable to the Noteholders pursuant to this Section 4, 100% of such Insurance Proceeds and Condemnation Proceeds shall be distributed to each Senior Noteholder on a Pro Rata and Pari Passu Basis until the Senior Note Principal Balances, until their respective Principal Balances have Balance has been reduced to zero; (c) third, to the each Senior Noteholders that have paid any unreimbursed costs and expenses, Noteholder on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Noteholder including any Recovered Costs not previously reimbursed to such Noteholders Senior Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the each Senior Noteholders Noteholder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum of the applicable Senior Note Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Senior Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout, the Senior Note Principal Balance has been reduced, such excess amount shall be paid to the Senior NoteholdersNoteholder, on a Pro rata and Pari Passu Basis pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Senior Note A Net Rate; (f) sixthfifth, to the Note B Holder each Junior Noteholder, pro rata, in an amount equal to the accrued and unpaid interest on the Junior Note B Principal Balance at the applicable Net Junior Note B Rate,; (g) seventhsixth, to each Junior Noteholder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata, based on the outstanding Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; provided, that with respect to any Insurance Proceeds or Condemnation Proceeds allocated as principal on the Mortgage Loan and payable to the Noteholders pursuant to this Section 4, the portion of such Insurance Proceeds and Condemnation Proceeds remaining after distribution to the Senior Notes pursuant to Section 4(b) above shall be distributed to the Junior Noteholders until the Junior Note Principal Balance has been reduced to zero; (h) eighthseventh, to the Note B Holder each Junior Noteholder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the applicable Junior Note Percentage Interest of such Note, multiplied by (ii) the Junior Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) nintheighth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenthninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout, the Junior Note Principal Balance has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholderseach Senior Noteholder, pro rata and each Junior Noteholder, pro rata, based on their respective the Senior Note Percentage Interests and the Junior Note Percentage Interests, respectively; and (l) twelftheleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances each Junior Noteholder in accordance with the terms of Senior Note Percentage Interests and the Securitization Servicing AgreementJunior Note Percentage Interests, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreementrespectively.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan (including any Penalty Charges) pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior NoteholdersNote Holders, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the applicable Senior Notes Note at the Net Senior Note A Rate; (b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Principal Balance of Note B at the Net Note B Rate; (c) third, to each of the Senior NoteholdersNote Holders, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (cd) thirdfourth, to each of the Senior Noteholders that have paid any unreimbursed costs and expenses, Note Holders on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Note Holders including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (de) fourthfifth, to each of the Senior Noteholders Note Holders on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata Borrower and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net RateNotes; (f) sixth, to the extent the Note B Holder in an amount equal has made any payments or advances to the accrued and unpaid interest on cure defaults pursuant to Section 11, to reimburse the Note B Principal Balance at the Net Note B Rate,Holder for all such cure payments; (g) seventh, to the Note B Holder, Holder until the Note B its Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan BorrowerBorrower and allocated to the Note B; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms B, as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Note Holder and the NoteholdersNote B Holder, pro rata rata, based on their respective Percentage Interests; and; (k) eleventh, to the Senior Note Holders, on a pro rata basis, in an amount equal to Penalty Charges received, if any; (l) twelfth, to the Note B Holder, in an amount equal to Penalty Charges received, if any; and (m) thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(l), any remaining amount shall be paid pro rata to each Senior Note Holder and the Noteholders Note B Holder in accordance with their respective initial Percentage Interests. For clarification purposes, Penalty Charges paid on each of the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each the Senior Noteholder Note Holders on a Pro pro rata and Pari Passu Basis basis and applied first, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each such Senior Notes Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the each such Senior Notes Note by the amount necessary to pay additional trust fund expenses (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to be paid the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement. Penalty Charges paid on the Note B pursuant to Section 3 or Section 4 hereunder shall be applied first, to reduce the amounts payable on Note B by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce the amounts payable on Note B by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce the amounts payable on Note B by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Fixed Rate Noteholders in accordance with Section 3 3(B) of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable any Withheld Amounts, to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect extent allocable to the Mortgage Loan Fixed Rate Notes pursuant to the Servicing AgreementSection 3(A) above, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A-1-A Holder, pro ratarata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Principal Balance of such Note A-1-A, respectively, at the Net Note A-1-A Rate; (b) second, (A) on and after the Note A-1-B Securitization Date, to the Note A-1-B Holder, in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such Note A-1-B, at the Net Note A A-1-B Rate, or (B) prior to the Note A-1-B Securitization Date, the accrued and unpaid interest on the Note A-1-B Principal Balance at the Net Note A-1-B Rate shall be payable to the Note A-1-B Holder pursuant to clause eighth below; (bc) secondthird, to the Senior Noteholderseach Note A-1-A Holder, pro rata (based on their respective outstanding the Principal BalancesBalances of such Note A-1-A), until their the respective Principal Balances of the Note A-1-A have been reduced to zero; (cd) thirdfourth, to each the Senior Noteholders that have paid any unreimbursed costs and expensesNote A-1-A Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid or incurred by such Noteholders Note A-1-A Holder (or the amount of any costs or expenses paid or incurred or advanced by any Servicer or Trustee on its behalf and not previously paid or reimbursed to such Servicer), including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) the Mortgage Loan Borrower, with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (de) fourthfifth, to each Note A-1-A Holder, pro rata (based on the Senior Noteholders on a Pro rata and Pari Passu Basis, Principal Balances of such Note A-1-A) in an aggregate amount equal to the product of (i) the sum of the Note A-1-A Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Note A-1-A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (ef) fifthsixth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)a)-(e) and, as a result of a Workout the aggregate Principal Balance of Note A-1-A has been reduced, such excess amount shall be paid to the Senior Noteholders, Note A-1-A Holders pro rata (based on a Pro rata and Pari Passu Basis the Principal Balances of such Note A-1-A) in an aggregate amount up to the aggregate amount of unreimbursed Realized such reduction, if any, of the Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance of Section 5each Note A-1-A as a result of such Workout, plus interest on such aggregate amount at the Note A-1-A Net Rate; (f) sixth, Rate from the date of such reduction to the Note B Holder in an amount equal to date of the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,receipt of such proceeds; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note A-1-B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the such Note A-1-B Holder for all such amountscure payments; and to the Note A-1-B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note A-1-B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (h) eighth, (A) prior to the Note A-1-B Securitization Date, to the Note A-1-B Holder in an amount equal to the accrued and unpaid interest on the Note A-1-B Principal Balance at the Net Note A-1-B Rate, or (B) on and after the Note A-1-B Securitization Date, the accrued and unpaid interest on the Note A-1-B Principal Balance at the Net Note A-1-B Rate shall be payable to the Note A-1-B Holder pursuant to clause second above (i) ninth, to the Note A-1-B Holder, until the Principal Balance of the Note A-1-B has been reduced to zero; (j) tenth, to the Note A-1-B Holder in an amount equal to the product of (i) the Note A-1-B Percentage Interest multiplied by (ii) the Note A-1-B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (k) eleventh, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(j) and, as a result of a Workout the Principal Balance of Note A-1-B has been reduced, such excess amount shall be paid to the Note A-1-B Holder Holder, in an aggregate amount up to the aggregate amount of unreimbursed Realized such reduction, if any, of the Principal Losses previously allocated to Balance of the A-1-B Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A-1-B Rate from the date of such reduction to the date of the receipt of such proceeds; (l) twelfth, to the extent a Note A-1-C Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note A-1-C Holder for all such cure payments; and to such Note A-1-C Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note A-1-C Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (m) thirteenth, to each Note A-1-C Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Principal Balance of such C Note, at the Net Note A-1-C Rate; (kn) eleventhfourteenth, to each Note A-1-C Holder, pro rata (based on their respective entitlements to interest) until the Principal Balance of the Note A-1-C have been reduced to zero; (o) fifteenth, to each Note A-1-C Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the product of (i) the Note A-1-C Percentage Interest multiplied by (ii) the Note A-1-C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (p) sixteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(o) and, as a result of a Workout the Principal Balance of Note A-1-C has been reduced, such excess amount shall be paid to the Note A-1-C Holders, in an aggregate amount up to the amount of such reduction, if any, of the Principal Balance of the Note A-1-C as a result of such Workout, plus interest on such aggregate amount at the Note A-1-C Rate from the date of such reduction to the date of the receipt of such proceeds; (q) seventeenth, to the extent the Note A-1-D Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note A-1-D Holder for all such cure payments; and to the Note A-1-D Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note A-1-D Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (r) eighteenth, to the Note A-1-D Holder, in an amount equal to the accrued and unpaid interest on the Principal Balance of such D Note, at the Net Note A-1-D Rate; (s) nineteenth, to the Note A-1-D Holder, until the Principal Balance of the Note A-1-D has been reduced to zero; (t) twentieth, to the Note A-1-D Holder in an amount equal to the product of (i) the Note A-1-D Percentage Interest multiplied by (ii) the Note A-1-D Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (u) twenty-first, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(t) and, as a result of a Workout the Principal Balance of Note A-1-D has been reduced, such excess amount shall be paid to the Note A-1-D Holder, in an aggregate amount up to the amount of such reduction, if any, of the Principal Balance of the Note A-1-D as a result of such Workout, plus interest on such aggregate amount at the Note A-1-D Rate from the date of such reduction to the date of the receipt of such proceeds; (v) twenty-second, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A-1-A Holders, the Note A-1-B Holder, the Note A-1-C Holders and the Note A-1-D Holder in accordance with the Note A-1-A Percentage Interest, the Note A-1-B Percentage Interest, the Note A-1-C Percentage Interest and the Note A-1-D Percentage Interest, respectively, with the amount distributed to the Note A-1-A Holders to be allocated among the Note A-1-A Holders pro rata based on their the respective Percentage InterestsPrincipal Balances of such Note A-1-A, with the amount distributed to the Note A-1-B Holder to be allocated to the Note A-1-B Holder, with the amount distributed to the Note A-1-C Holders to be allocated among the Note A-1-C Holders pro rata based on the respective Principal Balances of such Note A-1-C and with the amount distributed to the Note A-1-D Holder to be allocated to the Note A-1-D Holder; and (lw) twelfthtwenty-third, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(u), any remaining amount shall shall, if not otherwise subject to allocation pursuant to the terms of the Servicing Agreement, be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basisNote A-1-A Holders, the amounts payable on the Senior Notes by the amount necessary to pay the Master ServicerNote A-1-B Holder, the Trustee or Note A-1-C Holders and the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances Note A-1-D Holder in accordance with the terms of initial Note A-1-A Percentage Interest, the Securitization Servicing Agreementinitial Note A-1-B Percentage Interest, secondthe initial Note A-1-C Percentage Interest and the initial Note A-1-D Percentage Interest, respectively, with the amount distributed to reduce, on a the Note A-1-A Holders to be allocated among the Note A-1-A Holders pro rata basis, based on the respective amounts payable on Senior Notes by Principal Balances of such Note A-1-A, with the amount necessary distributed to pay the Master ServicerNote A-1-B Holder to be allocated to the Note A-1-B Holder, Trustee, Nonwith the amount distributed to the Note A-1-Lead Master Servicer or NonC Holders to be allocated among the Note A-1-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a C Holders pro rata basis, the amounts payable based on the Senior Notes by respective Principal Balances of such Note A-1-C and with the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect distributed to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, Note A-1-D Holder to be paid allocated to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementNote A-1-D Holder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such A Note at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, to each Note A Holders, pro rata (based on the respective Principal Balance of each A Note), until the Principal Balance of such A Note has been reduced to zero; (d) fourth, to each Note A Holders, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A Holders, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the Note A Principal Balance has been reduced, such excess amount shall be paid to each Note A Holder, pro rata (based on the respective Principal Balance of each A Note) in an aggregate amount up to the reduction, if any, of the Note A Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to each Note A Holder, pro rata (based on the respective Principal Balance of each A Note) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among such Noteholders pro rata based on their the respective Percentage InterestsPrincipal Balance of each A Note; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among such Noteholders pro rata based on the respective initial Percentage InterestsPrincipal Balance of each A Note. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Noteholder by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance of and the Senior Notes Note A-4 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance), until the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, Note A-2-1 Holder, Note A-2-2 Holder, Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note A-1, Note A-2-1, Note A-2-2, Note A-3-1, Note A-3-2 and Note A-4 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest of such Note, multiplied by (ii) the Note B A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent Note B Holder in an amount equal to the product of (i) the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse Percentage Interest multiplied by (ii) the Note B Holder for all such amountsRelative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Note A-4 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal Balance and the Note A-4 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Note Holder by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosed Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with Accepted Servicing Practices to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made on the Master Servicer Remittance Date or at such other times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holders, pro rataon a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid interest (other than Default Interest) on the aggregate Principal Balance of the Senior Notes applicable Note A-1 at the applicable Net Note A Rate; (b) second, to the Senior NoteholdersNote A-2 Holder, pro rata based in an amount equal to the accrued and unpaid interest (other than Default Interest) on their respective outstanding the Principal Balances, until their respective Principal Balances have been reduced to zeroBalance of Note A-2 at the applicable Net Note Rate; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expensesNote A-1 Holders, on a Pro rata Rata and Pari Passu Basis Basis, until the Principal Balances of the related Notes have been reduced to zero; (d) fourth, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, up to the amount of such any unreimbursed costs and expenses paid by such Noteholders each Note A-1 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout, the Principal Balance of each Note A-1 has been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1 Holders, on a Pro rata Rata and Pari Passu Basis Basis, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to Balance of the Senior Noteholders in accordance with the terms applicable Note A-1 as a result of Section 5such Workout, plus interest on such amount at the related Net Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to A-2 Holder, until the accrued and unpaid interest on the Note B Principal Balance at the Net of Note B Rate,A-2 has been reduced to zero; (g) seventh, to the Note B A-2 Holder, until up to the amount of any unreimbursed costs and expenses paid by the Note B Principal Balance has been reduced A-2 Holder, including any Recovered Costs not previously reimbursed to zerosuch Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (h) eighth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(g) and, as a result of a Workout, the Principal Balance of Note A-2 has been reduced, such excess amount shall be paid to the Note B A-2 Holder in an amount up to the reduction, if any, of the related Principal Balance as a result of such Workout, plus interest on such amount at the applicable Net Note Rate; (i) ninth, to the Note A-1 Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the product of (i) the Percentage Interest of the applicable Note A-1 multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, to the Note A-2 Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B applicable Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (ik) nintheleventh, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (jl) tenthtwelfth, to the Note B Holder in an amount equal to the accrued and unpaid interest (other than Default Interest) on the Principal Balance of Note B at the applicable Net Note Rate; (m) thirteenth, to the Note B Holder, until the Principal Balance of Note B has been reduced to zero; (n) fourteenth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(n) and, as a result of a Workout, the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such amount at the related applicable Net Note B Rate; (kp) eleventhsixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata rata, based on their respective Percentage Interests; (q) seventeenth, to pay Penalty Charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; and (lr) twelftheighteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(q), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan Loan, Insurance Proceeds or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement,, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, ratably to the Senior NoteholdersNote A-1 Holder, pro ratathe Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at the Net Note A-4 Rate, on the Note A-5 Principal Balance at the Net Note A-5 Rate and on the Note A-6 Principal Balance at the Net Note A-6 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, pro rata based on their respective outstanding Principal BalancesBalance, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and expenses, the Note A-6 Holder on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and/or the Note A-6 Holder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A A-1 Relative Spread, multiplied by the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread, the Note A-5 Relative Spread and the Note A-6 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (gf) seventhsixth, to the Note B HolderHolder in an amount equal to the Note B Principal Balance, until the Note B Principal Balance has been reduced to zero; (hg) eighthseventh, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (ih) nintheighth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (ji) tenthninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note B Holder, pro rata rata, based on their respective Percentage Interests; and (lk) twelftheleventh, if any excess amount amount, including Default Interest and late payment charges, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note B Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied firstprovided, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms however that if less than 100% of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if Default Interest and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred late payment charges are paid with respect to the Mortgage Loan (as specified in during such Sequential Pay Event, the Securitization Servicing Agreement) Note B Holder shall not be entitled to any Default Interest or late payment charges until the Note A-1 Holder, Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and finally, in the case Note A-6 Holder have been paid 100% of the remaining amount pro rata share of Penalty Charges allocable pursuant to Section 3 any Default Interest or Section 4 hereunder, to be paid to late payment charges actually received by the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementServicers.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Securitization Trust Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, pro ratathe Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, on the aggregate Note A-2 Principal Balance, on the Note A-3-1 Principal Balance of and on the Senior Notes Note A-3-2 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Noteholders, pro rata based on their respective outstanding Note Principal BalancesBalance, until their respective the Senior Note Principal Balances have has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and/or the Note A-3-2 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product Senior Note Percentage Interest of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Note has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis Noteholder in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Senior Note A Net Rate; (f) sixth, to the Note B Holder Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note B Principal Balance at the Net Junior Note B Rate,; (g) seventh, to the Junior Noteholder in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Junior Noteholder in an amount equal to the product of (i) the Junior Note Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and; (l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Percentage Interest of any Accrued Interest to the extent paid by the Mortgage Loan Borrower; (m) thirteenth, to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of any Accrued Interest to the extent paid by the Mortgage Loan Borrower; and (n) lastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(m), any remaining amount shall be paid pro rata to the Noteholders in accordance with Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and the Junior Noteholder, pro rata, based on their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at the Net Note A-4 Rate and on the Note A-5 Principal Balance at the Net Note A-5 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and expenses, the Note A-5 Holder on a Pro pro rata and Pari Passu Basis pari passu basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and/or the Note A-5 Holder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on a Pro pro rata and Pari Passu Basis, pari passu basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A A-1 Relative Spread, multiplied by the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread or the Note A-5 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (gf) seventhsixth, to the Note B HolderHolder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date remaining after giving effect to the allocations in clause (b) above, until the Note B Principal Balance has been reduced to zero; (hg) eighthseventh, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (ih) nintheighth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (ji) tenthninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder, pro rata rata, based on their respective Percentage Interests; and (lk) twelftheleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance of and the Senior Notes Note A-6 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder and Note A-6 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 and Note A-6 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest of such Note, multiplied by (ii) the Note B A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent Note B Holder in an amount equal to the product of (i) the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse Percentage Interest multiplied by (ii) the Note B Holder for all such amountsRelative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Note Holder by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata (based on their respective outstanding Principal Balances, until their the respective Principal Balances have of the Senior Notes), until the aggregate Principal Balance of the Senior Notes has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expensesNoteholders, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Senior Noteholders including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Subordinate Noteholders, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (finterest) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (ge) seventhfifth, to the Note B HolderSubordinate Noteholders, pro rata (based on the respective Principal Balances of the Subordinate Notes), until the Note B Principal Balance has been reduced to zero; (f) sixth, to the extent the Subordinate Noteholders have made any payments or advances to cure defaults pursuant to Section 11 pro rata (based on their respective entitlements in interest), to reimburse the applicable Subordinate Noteholder for all such cure payments; and to the applicable Subordinate Noteholder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by such Subordinate Noteholder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Senior Noteholders, pro rata (based on the respective Principal Balances of the Senior Notes) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (h) eighth, to the Note B Holder Subordinate Noteholders, pro rata (based on the respective Principal Balances of the Subordinate Notes) in an aggregate amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ia)-(h) and, as a result of a Workout the Principal Balance of the Subordinate Note has been reduced (which reduction shall be pro rata amongst the Subordinate Notes), such excess amount shall be paid to the Note B Holder Subordinate Noteholders, pro rata (based on the respective Principal Balances of the Subordinate Notes) in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Subordinate Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (kj) eleventhtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersSenior Noteholders and the Subordinate Noteholders in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Senior Noteholders to be allocated between the Senior Noteholders pro rata based on their the respective Percentage InterestsPrincipal Balances of the Senior Notes and the amount distributed to the Subordinate Noteholders to be allocated between the Subordinate Noteholders pro rata based on the respective Principal Balances of the Subordinate Notes; and (lk) twelftheleventh, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Senior Noteholders and the Subordinate Noteholders in accordance with their the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Senior Noteholders to be allocated between the Senior Noteholders pro rata based on the respective initial Percentage Interests. Penalty Charges paid on Principal Balances of the Senior Notes pursuant and the amount distributed to Section 3 or Section 4 hereunder, shall the Subordinate Noteholders to be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a between the Subordinate Noteholders pro rata basis, the amounts payable based on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms respective Principal Balances of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementSubordinate Notes.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedexcept, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard this Agreement and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances)thereof, whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be 30 applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, Noteholders in an amount equal to the accrued and unpaid interest on the aggregate Senior Note Principal Balance of the Senior Notes at the Net Senior Note A Rate; (b) second, to the Senior NoteholdersNoteholders in an amount equal to all principal payments (or other amounts allocated to principal) received, pro rata based on their respective outstanding if any, with respect to the related Monthly Payment Date until the Senior Note Principal Balances, until their respective Principal Balances have Balance has been reduced to zero; (c) third, to the each Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis Noteholder up to the amount of such any unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) Senior Noteholder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs, to be allocated pro rata based on the amounts due to each Senior Noteholder pursuant to this clause; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)a) to (c) and, as a result of a Workout the Senior Note Principal Balance has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis Noteholders in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Net Senior Note A Net Rate; (fe) sixthfifth, to the Note A-B Holder in an amount equal to the accrued and unpaid interest on the Note A-B Principal Balance at the Net Note A-B Rate,; (gf) seventhsixth, to the Note B HolderSenior Noteholders in an amount equal to all remaining amounts received with respect to the related Monthly Payment Date, until the Note B Senior Notes Principal Balance has been reduced to zero; (hg) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninthseventh, to the extent the Note A-B Holder has made any payments or advances to cure defaults pursuant to Section 1111 of this Agreement, to reimburse the Note A-B Holder for all such amountscure payments; (h) eighth, to the Note A-B Holder in an amount equal to all remaining amounts received with respect to the related Monthly Payment Date, until the Note A-B Principal Balance has been reduced to zero; (i) ninth, to the Note A-B Holder up to the amount of any unreimbursed costs and expenses paid by the Note A-B Holder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a) to (i) and, as a result of a Workout the Note A-B Principal Balance has been reduced, such excess amount shall be paid to the Note A-B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note A-B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Net Note A-B Rate; (k) eleventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount up to its pro rata interest therein, based on the product of the Senior Note Percentage Interest multiplied by the Senior Note Relative Spread; (l) twelfth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note A-B Holder in an amount up to its pro rata interest therein, based on the product of the Note A-B Percentage Interest multiplied by the Note A-B Relative Spread; (m) thirteenth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholderseach Noteholder, pro rata rata, based on their respective Percentage Interests; and (ln) twelfthfourteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka) to (m), any remaining amount shall be paid to each Noteholder, pro rata to the Noteholders rata, in accordance with their respective initial Percentage Interests. Penalty Charges paid on As used in clauses (a) through (n) above, payments to the Senior Notes pursuant to Section 3 or Section 4 hereunder, Noteholders shall be allocated made to each of the Senior Noteholder on a Pro Noteholders, pro rata and Pari Passu Basis and applied firstpari passu, to reduce, based on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the their respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementPrincipal Balance.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance of and the Senior Notes Note A-3 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Holder and the Note A-3 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, Note A-2 Holder and Note A-3 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note A-1, Note A-2 and Note A-3 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal Balance , the Note A-2 Principal Balance and the Note A-3 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest of such Note, multiplied by (ii) the Note B A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent Note B Holder in an amount equal to the product of (i) the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse Percentage Interest multiplied by (ii) the Note B Holder for all such amountsRelative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Note Holder by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance of and the Senior Notes Note A-5 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest of such Note, multiplied by (ii) the Note B A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent Note B Holder in an amount equal to the product of (i) the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse Percentage Interest multiplied by (ii) the Note B Holder for all such amountsRelative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Note Holder by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder or Note B Holder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such A Note at the Net Note A RateRate of such Note; (b) secondsecond (A) prior to the Anticipated Repayment Date, to the Senior Noteholderseach Note A Holder, pro rata (based on their respective outstanding the Principal Balances, Balances of such Notes) until their respective Principal Balances have been reduced to zerozero and (B) on and after the Anticipated Repayment Date, first (1) to each Note A Holder, pro rata (based on the Principal Balances of such Notes) until their respective Principal Balances have been reduced to zero and then, (2) to each Note A Holder, pro rata (based on their respective entitlements to interest) in an amount equal to all Note A ARD Interest on such A Note; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenseseach Note A Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A Holder including any Recovered Costs not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursedreimbursed to such Servicer) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders each Note A Holder, pro rata (based on a Pro rata and Pari Passu Basis, their respective entitlements) in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Relative Spread of such Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of the A Notes has been reduced, such excess amount shall be paid to each Note A Holder pro rata (based on the Senior Noteholders, on a Pro rata and Pari Passu Basis Principal Balances of such Notes) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to Balance of the Senior Noteholders in accordance with the terms each A Note as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A Net Rate; (f) sixth, to the each Note B Holder Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B Principal Balance of such B Note at the Net Note B Rate,Rate of such Note; (g) seventh, (A) prior to the Anticipated Repayment Date, to each Note B Holder, pro rata (based on the Principal Balances of such Notes) until the Note B their respective Principal Balance has Balances have been reduced to zerozero and (B) on and after the Anticipated Repayment Date, first, (1) to each Note B Holder, pro rata (based on the Principal Balances of such Notes) until their respective Principal Balances have been reduced to zero and then (2) to each Note B Holder, pro rata (based on their respective entitlements to interest) in an amount equal to all Note B ARD Interest on such B Note; (h) eighth, to the each Note B Holder Holder, pro rata (based on their respective entitlements) in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Relative Spread of such Note B Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to each Note B Holder, pro rata (based on their respective entitlements to reimbursement for cure payments) to reimburse the Note B Holder such Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, such excess amount shall be paid as a result of a Workout the aggregate Principal Balance of a B Note has been reduced, to the each Note B Holder Holder, pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of such Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note Interest Rate of such B RateNote; (k) eleventh, to each Note C Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the extent assumption or transfer fees actually paid by accrued and unpaid interest on the Mortgage Loan Borrower are not required Principal Balance of such C Note at the Net Note Rate of such Note; (l) twelfth, (A) prior to be otherwise applied under the Servicing Agreement, including, without limitationAnticipated Repayment Date, to provide reimbursement for interest each Note C Holder, pro rata (based on any Advancesthe Principal Balances of such Notes) until their respective Principal Balances have been reduced to zero and (B) on and after the Anticipated Repayment Date, first, (1) to each Note C Holder, pro rata (based on the Principal Balances of such Notes) until their respective Principal Balances have been reduced to zero and then (2) to each Note C Holder, pro rata (based on their respective entitlements to interest) in an amount equal to all Note C ARD Interest on such C Note; (m) thirteenth, to pay any Additional Servicing Expenses or to compensate a Servicer each Note C Holder, pro rata (based on their respective entitlements) in each case provided that such reimbursements or payments relate an amount equal to the Mortgage Loan), product of (i) the Percentage Interest of such Note multiplied by (ii) the Relative Spread of such Note and (iii) any such assumption or transfer fees, Prepayment Premium to the extent actually paid by the Mortgage Loan Borrower; (n) fourteenth, shall be paid to the Noteholdersextent a Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to each Note C Holder, pro rata (based on their respective Percentage Interestsentitlements to reimbursement for cure payments) to reimburse the such Noteholder for all such cure payments; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the aggregate Principal Balance of a C Note has been reduced, to each Note C Holder, pro rata, in an amount up to the reduction, if any, of the Principal Balance of such Note as a result of such Workout, plus interest on such aggregate amount at the related Interest Rate of such C Note; and (lp) twelfthsixteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(o), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such A Note at the Net Note A RateRate of such Note; (b) second, to the Senior Noteholderseach Note A Holder, pro rata (based on their respective outstanding the Principal Balances, Balances of such Notes) until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenseseach Note A Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A Holder including any Recovered Costs not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursedreimbursed to such Servicer) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of the A Notes has been reduced, such excess amount shall be paid to each Note A Holder pro rata (based on the Senior Noteholders, on a Pro rata and Pari Passu Basis Principal Balances of such Notes) in an aggregate amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to Balance of the Senior Noteholders in accordance with the terms each A Note as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note A Net Rate; (fe) sixthfifth, to the Note B Holder each Subordinate Noteholder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B Principal Balance of such B Note at the Net Note Rate of such Note; (f) sixth, to each Subordinate Noteholder, pro rata (based on the Principal Balances of such B Rate,Notes) until their respective Principal Balances have been reduced to zero; (g) seventh, to the each Note B A Holder, until the Note B Principal Balance has been reduced to zero; pro rata (hbased on their respective entitlements) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Relative Spread of such Note B Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (h) eighth, to each Subordinate Noteholder, pro rata (based on their respective entitlements) in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Relative Spread of such Note and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder a Subordinate Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to each such Subordinate Noteholder, pro rata (based on their respective entitlements), to reimburse the Note B Holder such Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the aggregate Principal Balance of the Subordinate Note has been reduced, to each Subordinate Noteholder, pro rata (based on the Principal Balances of such excess amount shall be paid to the Note B Holder Notes) in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to the Balance of such Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note B Rate;Interest Rate of the Subordinate Note; and (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, pro ratathe Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance of and the Senior Notes Note A-5 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on a Pro Rata and Pari Passu Basis until the Senior Noteholders, pro rata based on their respective outstanding Note Principal Balances, until their respective Principal Balances have Balance has been reduced to zero; (c) third, to the any Senior Noteholders that have paid any unreimbursed costs and expensesNoteholder, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Senior Noteholder, including any Recovered Costs not previously reimbursed to such Noteholders Senior Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-5 to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, Noteholders on a Pro rata Rata and Pari Passu Basis in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B Holder Junior Noteholder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the Junior Note B Principal Balance at the Net Junior Note B Rate,; (g) seventh, to the Junior Noteholder in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Junior Noteholder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on the Junior Note to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (l) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Junior Noteholder, pro rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, (A) prior to the related Securitization of such Non-Lead Securitization Note, be paid to the related Non-Lead Securitization Noteholder, or (B) on and after the related Securitization of such Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Note pursuant to Section 3 or Section 4 hereunder shall be allocated to the Junior Noteholder and applied first, to reduce the amount payable on the Junior Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the amount payable on the Junior Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to the Junior Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce the amount payable on the Junior Note by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the Junior Noteholder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other 3 Changes in this clause are to conform to Section 2.4.5 of the loan agreement. 4 Clause 13 was deleted because it is duplicative of clause 12. collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder, pro rata, in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance of and the Senior Notes Note A-8 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based Noteholders on their respective outstanding a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Principal BalancesBalance, until their respective the Senior Note Principal Balances have Balance has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and/or the Note A-8 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Senior Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note A-1, Note A-2-1, Note A-2-2, Note A-2-3, Note X-0, Xxxx X-0, Xxxx X-0, Note A-6, Note A-7 and Note A-8 to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, Noteholders on a Pro rata Rata and Pari Passu Basis in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder and the Note B-6 Holder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the Note B B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal Balance and the Note B-6 Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B HolderHolders on a Pro Rata and Pari Passu Basis in an amount equal to the Note B Principal Balance, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder and/or the Note B-6 Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the such Note B Holder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the B Notes has been reduced, such excess amount shall be paid to the Note B Holder Holders on a Pro Rata and Pari Passu Basis in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the Note C Holder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Note C Principal Balance at the Net Note C Rate; (l) twelfth, to the Note C Holder in an amount equal to the Note C Principal Balance, until the Note C Principal Balance has been reduced to zero; (m) thirteenth, to the Note C Holder in an amount equal to any Prepayment Premium payable on Note C to the extent paid by the Mortgage Loan Borrower; (n) fourteenth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note C Holder for all such cure payments; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the Principal Balance of Note C has been reduced, such excess amount shall be paid to the Note C Holder on a Pro Rata and Pari Passu Basis in an amount up to the reduction, if any, of the Note C Principal Balance as a result of such Workout, plus interest on such amount at the Note C Rate; (p) sixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersSenior Noteholders and each Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (lq) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(p), any remaining amount shall be paid to each Senior Noteholder and each Junior Noteholder, pro rata to the Noteholders in accordance with rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the B Notes pursuant to Section 3 or Section 4 hereunder shall be applied first, to reduce, on a pro rata basis, the amounts payable on the B Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on the B Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the respective amounts payable on the B Notes by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on Note C pursuant to Section 3 or Section 4 hereunder shall be applied first, to reduce, on a pro rata basis, the amounts payable on Note C by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Note C by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on Note C by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance of and the Senior Notes Note A-5 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest of such Note, multiplied by (ii) the Note B A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent Note B Holder in an amount equal to the product of (i) the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse Percentage Interest multiplied by (ii) the Note B Holder for all such amountsRelative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on their respective Percentage Interests; andthe Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance; (l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder; (m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and (n) fourteenth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(m), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holder in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Noteholder by the amount necessary to pay additional trust fund expenses (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedexcept, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard this Agreement and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances)thereof, whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, Noteholders in an amount equal to the accrued and unpaid interest on the aggregate Senior Note Principal Balance of the Senior Notes at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Noteholders in an amount equal to the Senior Note Principal Balances, Balance until their respective the Senior Note Principal Balances have Balance has been reduced to zero; (c) third, to the each Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis Noteholder up to the amount of such any unreimbursed costs and expenses paid by such Noteholders including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) Senior Noteholder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs, to be allocated pro rata based on the amounts due to each Senior Noteholder pursuant to this clause; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)a)-(c) and, as a result of a Workout, the Senior Note Principal Balance has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis Noteholders in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Net Senior Note A Net Rate; (e) fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11 of this Agreement, to reimburse the Note B Holder for all such cure payments; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B HolderHolder in an amount equal to the Note B Percentage Interest of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal up to the product amount of (i) the Percentage Interest of such Note, multiplied any unreimbursed costs and expenses paid by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by Holder with respect to the Mortgage Loan Borrowerpursuant to this Agreement or the Servicing Agreement, including any Recovered Costs; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amounts; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout, the Note B Principal Balance has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Net Note B Rate; (j) tenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount up to its pro rata interest therein, which shall be calculated as the product of the Senior Note Percentage Interest multiplied by the Senior Note Relative Spread; (k) eleventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder in an amount up to its pro rata interest therein, which shall be calculated as of the Note B Percentage Interest multiplied by the Note B Relative Spread; (l) twelfth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersSenior Noteholders and the Note B Holder, pro rata rata, based on their respective Percentage Interests; and (lm) twelfththirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(l), any remaining amount shall be paid pro rata to the Senior Noteholders and the Note B Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on As used in clauses (a) through (m) above, payments to the Senior Notes pursuant to Section 3 or Section 4 hereunder, Noteholders shall be allocated made to each Senior Noteholder on a Pro of the Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder and Note A-6 Holder pro rata and Pari Passu Basis and applied firstpari passu, to reduce, based on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the their respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementPrincipal Balance.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate and on the Note A-3 Principal Balance at the Net Note A-3 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder, pro rata the Note A-2 Holder and the Note A-3 Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan, on a Pro Rata and Pari Passu Basis, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder and expenses, the Note A-3 Holder on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder and/or the Note A-3 Holder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A A-1 Relative Spread, multiplied by the Note A-2 Relative Spread or the Note A-3 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout, the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance have been reduced, such excess amount shall be paid to the Senior NoteholdersNote A Holders, on a Pro rata Rata and Pari Passu Basis Basis, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Principal Losses previously allocated to Balance of the Senior Noteholders in accordance with the terms applicable A Note as a result of Section 5such Workout, plus interest on such amount at the Note A Net A-1 Rate, the Note A-2 Rate or the Note A-3 Rate, as applicable; (f) sixth, to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the accrued and unpaid interest on the applicable Note B Principal Balance at the related Net Note B Rate,; (g) seventh, to the Note B HolderHolders, on a Pro Rata and Pari Passu Basis, based on their outstanding Principal Balances, in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Payment Date remaining after giving effect to the allocations in clause (b) above, until the Aggregate Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the applicable Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the such Note B Holder on a Pro Rata and Pari Passu Basis for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Aggregate Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holders, pro rata rata, based on their respective Percentage Interests; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holders in accordance with their respective initial Percentage Interests. For clarification purposes, after Securitization of any of the Notes, Penalty Charges paid on the Senior A Notes and the B Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reducepay, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid hereunder to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholderseach Note A Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Principal Balance of the Senior Notes such A Note at the Net Note A Rate; (b) second, to the Senior Noteholderseach Note A Holder, pro rata (based on their respective outstanding the Principal BalancesBalances of such A Notes), until their the respective Principal Balances of the A Notes have been reduced to zero; (c) third, to each the Senior Noteholders that have paid any unreimbursed costs and expensesNote A Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid or incurred by such Noteholders Note A Holder (or the amount of any costs or expenses paid or incurred or advanced by any Servicer or Trustee on its behalf and not previously paid or reimbursed to such Servicer), including any Recovered Costs not previously reimbursed to such Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) the Mortgage Loan Borrower, with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each Note A Holder, pro rata (based on the Senior Noteholders on a Pro rata and Pari Passu Basis, the Principal Balances of such A Notes) in an aggregate amount equal to the product of (i) the sum of the Note A Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the aggregate Principal Balance of A Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, Note A Holders pro rata (based on a Pro rata and Pari Passu Basis the Principal Balances of such A Notes) in an aggregate amount up to the aggregate amount of unreimbursed Realized such reduction, if any, of the Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance of Section 5each A Note as a result of such Workout, plus interest on such aggregate amount at the related Note A Net RateRate from the date of such reduction to the date of the receipt of such proceeds; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the such Note B Holder for all such amountscure payments; and to each Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to each Note B Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Principal Balance of such B Note, respectively, at the Net Note B Rate; (h) eighth, to each Note B Holder, pro rata (based on the Principal Balances of such B Notes), until the respective Principal Balances of the B Notes have been reduced to zero; (i) ninth, to each Note B Holder, pro rata (based on the Principal Balances of such B Notes) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the aggregate Principal Balance of B Notes has been reduced, such excess amount shall be paid to the each Note B Holder pro rata (based on the Principal Balances of such B Notes) in an aggregate amount up to the aggregate amount of unreimbursed Realized such reduction, if any, of the Principal Losses previously allocated to the Balance of each B Note B Holder in accordance with the terms as a result of Section 5such Workout, plus interest on such aggregate amount at the related Note B RateRate from the date of such reduction to the date of the receipt of such proceeds; (k) eleventh, to the extent a Note C Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note C Holder for all such cure payments; and to each Note C Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note C Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (l) twelfth, to each Note C Holder, pro rata (based on their respective entitlements to interest) in an equal to the accrued and unpaid interest on the Principal Balance of such C Note, respectively, at the Net Note C Rate; (m) thirteenth, to each Note C Holder, pro rata (based on the Principal Balances of such C Notes), until the respective Principal Balances of the C Notes have been reduced to zero; (n) fourteenth, to each Note C Holder, pro rata (based on the Principal Balances of such C Notes) in an aggregate amount equal to the product of (i) the Note C Percentage Interest multiplied by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the aggregate Principal Balance of C Notes has been reduced, such excess amount shall be paid to each Note C Holder pro rata (based on the Principal Balances of such C Notes) in an aggregate amount up to the amount of such reduction, if any, of the Principal Balance of each C Note as a result of such Workout, plus interest on such aggregate amount at the related Note C Rate from the date of such reduction to the date of the receipt of such proceeds; (p) sixteenth, to the extent a Note D Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note D Holder for all such cure payments; and to each Note D Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by such Note D Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (q) seventeenth, to each Note D Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Principal Balance of such D Note, respectively, at the Net Note D Rate; (r) eighteenth, to each Note D Holder, pro rata (based on the Principal Balances of such D Notes), until the respective Principal Balances of the D Notes have been reduced to zero; (s) nineteenth, to each Note D Holder, pro rata (based on the Principal Balances of such D Notes) in an aggregate amount equal to the product of (i) the Note D Percentage Interest multiplied by (ii) the Note D Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (t) twentieth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(s) and, as a result of a Workout the aggregate Principal Balance of D Notes has been reduced, such excess amount shall be paid to each Note D Holder pro rata (based on the Principal Balances of such D Notes) in an aggregate amount up to the amount of such reduction, if any, of the Principal Balance of each D Note as a result of such Workout, plus interest on such aggregate amount at the related Note D Rate from the date of such reduction to the date of the receipt of such proceeds; (u) twenty-first, to each Note A Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid Accrued Additional Interest on such A Note; (v) twenty-second, to each Note B Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid Accrued Additional Interest on such B Note; (w) twenty-third, to each Note C Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid Accrued Additional Interest on such C Note; (x) twenty-fourth, to each Note D Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid Accrued Additional Interest on such D Note; (y) twenty-fifth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders, the Note B Holders, the Note C Holders and the Note D Holders in accordance with the Note A Percentage Interest, the Note B Percentage Interest, the Note C Percentage Interest and the Note D Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A Holders pro rata based on their the respective Percentage InterestsPrincipal Balances of such A Notes, with the amount distributed to the Note B Holders to be allocated between the Note B Holders pro rata based on the respective Principal Balances of such B Notes, with the amount distributed to the Note C Holders to be allocated between the Note C Holders pro rata based on the respective Principal Balances of such C Notes, and with the amount distributed to the Note D Holders to be allocated between the Note D Holders pro rata based on the respective Principal Balances of such D Notes; and (lz) twelfthtwenty-sixth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(y), any remaining amount shall shall, if not otherwise subject to allocation pursuant to the terms of the Servicing Agreement, be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basisNote A Holders, the amounts payable on the Senior Notes by the amount necessary to pay the Master ServicerNote B Holders, the Trustee or Note C Holders and the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances Note D Holders in accordance with the terms of initial Note A Percentage Interest, the Securitization Servicing Agreementinitial Note B Percentage Interest, secondthe initial Note C Percentage Interest and the initial Note D Percentage Interest, respectively, with the amount distributed to reduce, on a the Note A Holders to be allocated among the Note A Holders pro rata basis, based on the respective amounts payable on Senior Notes by Principal Balances of such A Notes, with the amount necessary distributed to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect Note B Holders to such Notes by such party (if and as specified in be allocated between the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a Note B Holders pro rata basis, the amounts payable based on the Senior Notes by respective Principal Balances of such B Notes, with the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect distributed to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, Note C Holders to be paid allocated between the Note C Holders pro rata based on the respective Principal Balances of such C Notes, and with the amount distributed to the Master Servicer and/or Note D Holders to be allocated between the Special Servicer as additional servicing compensation as provided in Note D Holders pro rata based on the Securitization Servicing Agreementrespective Principal Balances of such D Notes.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Lead Securitization Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder and the Note A-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder and the Note A-2 Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan, pro rata rata, based on their respective outstanding Principal Balances, until their respective Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder and expenses, the Note A-2 Holder on a Pro rata Rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders Note A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder and the Note A-2 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A A-1 Relative Spread or Note A-2 Relative Spread, multiplied by as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the Note A-1 Principal Balance and the Note A-2 Principal Balance have been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1 Holder and the Note A-2 Holder, on a Pro rata and Pari Passu Basis pro rata, in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Note A-1 Principal Losses previously allocated to Balance and the Senior Noteholders in accordance with the terms Note A-2 Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note A Net A-1 Rate and the Note A-2 Rate, as applicable; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B HolderHolder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B Relative Spread, multiplied by Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the Note C Holder in an amount equal to the accrued and unpaid interest on the Note C Principal Balance at the Net Note C Rate; (l) twelth, to the Note C Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly Payment Date, until the Note C Principal Balance has been reduced to zero; (m) thirteenth, to the Note C Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (n) fourteenth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note C Holder for all such cure payments; (o) fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the Principal Balance of the Note C has been reduced, such excess amount shall be paid to the Note C Holder in an amount up to the reduction, if any, of the Note C Principal Balance as a result of such Workout, plus interest on such amount at the related Note C Rate; (p) sixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note B Holder and the Note C Holder, pro rata rata, based on their respective Percentage Interests; and (lq) twelfthseventeenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(o), any remaining amount shall be paid pro rata to the Noteholders Note A-1 Holder, the Note A-2 Holder, the Note B Holder and the Note C Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Lead Securitization Operating Advisor, Certificate Administrator or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro ratarata (based on their respective entitlements to interest), in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of the Senior Notes at the Net Note A A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at the Net Note A-4 Rate and on the Note A-5 Principal Balance at the Net Note A-5 Rate, respectively; (b) second, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on their respective outstanding Principal Balances), until their respective outstanding Principal Balances have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and expensesthe Note A-5 Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements), up to the amount of such any unreimbursed out of pocket costs and expenses paid by such Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product of (i) the sum Percentage Interest of the Percentage Interests of the Senior Notes, such Note multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)) and, as a result of a Workout the Principal Balance of the Note X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Senior NoteholdersNote A-1 Holder, on a Pro rata the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and Pari Passu Basis the Note A-5 Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Note X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-5 Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Note A Net A-1 Rate, Note A-2 Rate, Note A-3 Rate, Note A-4 Rate and Note A-5 Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate,; (g) seventh, to the Note B Holder, Holder until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, Note multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder, pro rata rata, based on their respective Percentage Interests; and (l) twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, pro rata, in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance of and the Senior Notes Note A-4 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based Junior Noteholder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on their respective outstanding the Junior Note Principal Balances, until their respective Principal Balances have been reduced to zeroBalance at the Net Junior Note Rate; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and expenses, the Note A-4 Holder on a Pro rata Rata and Pari Passu Basis in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal Balance has been reduced to zero; (d) fourth, up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (de) fourthfifth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder. on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note X-0, Xxxx X-0, Xxxx X-0 and Note A-4 to the extent paid by the Mortgage Loan Borrower; (ef) fifthsixth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis Noteholder in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Junior Noteholder in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder Junior Noteholder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on the Junior Note to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (l) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders in accordance with Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Junior Noteholder, pro rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Note pursuant to Section 3 or Section 4 hereunder shall be allocated to the Junior Noteholder and applied first, to reduce the amounts payable on Junior Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the amounts payable on the Junior Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce the amounts payable on the Junior Note by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the Junior Noteholder.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedprovided that, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including including, without limitation limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guarantyguaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the any Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator Administrator, Asset Representations Reviewer or Trustee with respect to the this Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, pro rata, in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance of and the Senior Notes Note A-6 Principal Balance, in each case at the Net Senior Note A Rate; (b) second, to the Senior Noteholders, pro rata based Noteholders on their respective outstanding a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Principal BalancesBalance, until their respective the Senior Note Principal Balances have Balance has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such Noteholders the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and/or the Note A-6 Holder, including any Recovered Costs not previously reimbursed to such Noteholders Senior Noteholder (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder on a Pro rata Rata and Pari Passu Basis, Basis in an aggregate amount equal to the product aggregate of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note A-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 and Note A-6 to the extent paid by the Mortgage Loan Borrower; (e) fifth, if if, as a result of a Workout the proceeds of any foreclosure sale or any liquidation Principal Balance of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d)Senior Notes has been reduced, such excess amount shall be paid to the Senior Noteholders, Noteholders on a Pro rata Rata and Pari Passu Basis in an amount up to the aggregate reduction of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms Note Principal Balance as a result of Section 5such Workout, plus interest on such amount at the Senior Note A Net Rate; (f) sixth, to the Note B B-1 Holder, the Note B-2 Holder and the Note B-3 Holder in an amount equal to the accrued interest then due and unpaid interest payable under the Mortgage Loan Documents on the Note B B-1 Principal Balance, the Note B-2 Principal Balance and the Note B-3 Principal Balance, in each case at the Net Junior Note B Rate,; (g) seventh, to the Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Junior Note B HolderPrincipal Balance, until the Junior Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B B-1 Holder, the Note B-2 Holder and the Note B-3 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium payable on Note B-1, Note B-2 and Note B-3 to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B B-1 Holder, the Note B-2 Holder and/or the Note B-3 Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder such Junior Noteholder for all such amountscure payments; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)) and, as a result of a Workout the Principal Balance of the Junior Notes have been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a any Servicer (in each case provided that such reimbursements or payments relate to the Mortgage LoanLoan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Noteholderseach Senior Noteholder and each Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (l) twelfthlastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid to each Senior Noteholder and each Junior Noteholder, pro rata to the Noteholders in accordance with rata, based on their respective initial Percentage Interests. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderhereunder to the Lead Securitization Note, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, (A) prior to the related Securitization of such Non-Lead Securitization Note, be paid to the related Non-Lead Securitization Noteholder, or (B) on and after the related Securitization of such Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Notes pursuant to Section 3 or Section 4 hereunder shall be allocated to each Junior Noteholder on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Junior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on the Junior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Junior Notes by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to the Junior Noteholders.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; providedexcept, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard this Agreement and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Lead Securitization Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementAgreement with respect to the Mortgage Loan, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior Noteholders, pro rata, Noteholders in an amount equal to the accrued and unpaid interest on the aggregate Senior Note Principal Balance of the Senior Notes at the Net Senior Note A Rate,; (b) second, to the Senior Noteholders, pro rata based on their respective outstanding Noteholders in an amount equal to the Senior Note Principal Balances, Balance until their respective the Senior Note Principal Balances have Balance has been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs and expenses, on a Pro rata and Pari Passu Basis up to the amount of such any unreimbursed costs and expenses paid by such the Senior Noteholders including any Recovered Costs not previously reimbursed to such the Senior Noteholders (or paid or advanced by any Servicer on any such Noteholder’s behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders on a Pro rata and Pari Passu Basis, in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) the Note A Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at the Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B Holder Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder Junior Noteholder for all such amountscure payments; (je) tenthfifth, to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net Junior Note Rate; (f) sixth, to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced to zero; (g) seventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount up to its pro rata interest therein, based on the product of the Senior Note Percentage Interest multiplied by its Relative Spread; (h) eighth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Junior Noteholder in an amount up to its pro rata interest therein, based on the product of the Junior Note Percentage Interest multiplied by its Relative Spread; (i) ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(h) and, as a result of a Workout the Principal Balance of the Junior Note has been reduced, such excess amount shall be paid to the Note B Holder Junior Noteholder in an amount up to the aggregate reduction, if any, of unreimbursed Realized the Junior Note Principal Losses previously allocated to the Note B Holder in accordance with the terms Balance as a result of Section 5such Workout, plus interest on such amount at the related Junior Note B Rate; (kj) eleventhtenth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to under the Mortgage Loan)Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the NoteholdersSenior Noteholders and the Junior Noteholder, pro rata rata, based on their respective Percentage Interests; and (lk) twelftheleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(j), any remaining amount shall be paid pro rata to the Senior Noteholders and the Junior Noteholder in accordance with their respective initial Percentage Interests. Penalty Charges paid on Payments to the Senior Notes pursuant to Section 3 or Section 4 hereunder, Noteholders set forth above shall be allocated made to each Senior Noteholder on a Pro of the Note A-1 Holder and the Note A-2 Holder, pro rata and Pari Passu Basis and applied firstpari passu, to reduce, based on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the their respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementPrincipal Balances.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance of and the Senior Notes Note A-4 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, pro rata (based on their respective outstanding the Note A-1 Principal BalancesBalance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance), until their respective the Note A-1 Principal Balances Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and expensesthe Note A-4 Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid or incurred by such Noteholders Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder, including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder, pro rata (based on a Pro rata the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and Pari Passu Basis, the Note A-4 Principal Balance) in an aggregate amount equal to the product of (i) the sum of the Note A Percentage Interests of the Senior Notes, Interest multiplied by (ii) the Note A Relative Spread, multiplied by and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of the a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Senior NoteholdersNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder pro rata (based on a Pro rata the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and Pari Passu Basis the Note A-4 Principal Balance) in an aggregate amount up to the aggregate of any unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5such Note A Holders, plus interest on such aggregate amount at the related Note A Net Rate; (f) sixth, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such Note, multiplied by (ii) the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan Borrower; (i) ninth, to the extent the Note B B-1 Holder has and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B B-1 Holder and the Note B-2 Holder for all such amountscure payments; and to the Note B-1 Holder and the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by the Note B-1 Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance and the Note B-2 Principal Balance, respectively, at the Net Note B Rate; (h) eighth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance), until the Note B-1 Principal Balance and the Note B-2 Principal Balance have been reduced to zero; (i) ninth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i), such excess amount shall be paid to the Note B B-1 Holder and Note B-2 Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the aggregate of any unreimbursed Realized Principal Losses previously allocated to the such Note B Holder in accordance with the terms of Section 5Holders, plus interest on such aggregate amount at the related Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders and the Note B Holders in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal Balance; and (l) twelfth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Noteholders Note A Holders and the Note B Holders in accordance with their respective the initial Note A Percentage InterestsInterest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges Charges”) paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder the Note A Holders on a Pro pro rata basis and Pari Passu Basis and applied applied: first, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Property Protection Advances and reimbursement of any Servicing Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement, ; second, to reduce, on a pro rata basis, the respective amounts Penalty Charges otherwise payable on Senior Notes to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), ; third, to reduce, on a pro rata basis, the amounts Penalty Charges otherwise payable on the Senior Notes to each Noteholder by the amount necessary to pay additional trust fund expenses (other than including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) ); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunderto any Note A Holder that is not the Lead Securitization Noteholder, to be paid pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.

Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with the Servicing Standard and as set forth in the Servicing Agreement, Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or REO Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of monthly paymentsMonthly Payments, any operating income from or any proceeds from the sale or distribution of any REO Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing AgreementWithheld Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Master Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Senior NoteholdersNote A-1 Holder and the Note A-2 Holder, pro rata, rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the aggregate Note A-1 Principal Balance of and the Senior Notes Note A-2 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Senior NoteholdersNote A-1 Holder and the Note A-2 Holder, pro rata (based on their respective outstanding the Note A-1 Principal BalancesBalance and the Note A-2 Principal Balance), until their respective the Note A-1 Principal Balances Balance and the Note A-2 Principal Balance have been reduced to zero; (c) third, to the Senior Noteholders that have paid any unreimbursed costs Note A-1 Holder and expensesthe Note A-2 Holder, pro rata (based on a Pro rata and Pari Passu Basis their respective entitlements) up to the amount of such any unreimbursed out-of-pocket costs and expenses paid by such Noteholders Note A-1 Holder and Note A-2 Holder including any Recovered Costs Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed to such Noteholders by the Mortgage Loan Borrower (or paid or advanced by any Servicer on any such Noteholder’s its behalf and not previously paid or reimbursed) reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to the Senior Noteholders Note B-1 Holder and the Note B-2 Holder, pro rata (based on a Pro rata and Pari Passu Basis, their respective entitlements to interest) in an aggregate amount equal to the product of (i) the sum of the Percentage Interests of the Senior Notes, multiplied by (ii) accrued and unpaid interest on the Note A Relative SpreadB-1 Principal Balance and the Note B-2 Principal Balance, multiplied by (iii) any Prepayment Premium paid by respectively, at the Mortgage Loan BorrowerNet Note B Rate; (e) fifth, if to the proceeds of any foreclosure sale or any liquidation of Note B-1 Holder and the Mortgage Loan or Note B-2 Holder, pro rata (based on the Mortgaged Property exceed Note B-1 Principal Balance and the amounts required to be applied in accordance with the foregoing clauses (a)-(dNote B-2 Principal Balance), such excess amount shall be paid to the Senior Noteholders, on a Pro rata and Pari Passu Basis in an amount up to the aggregate of unreimbursed Realized Principal Losses previously allocated to the Senior Noteholders in accordance with the terms of Section 5, plus interest on such amount at until the Note A Net RateB-1 Principal Balance and the Note B-2 Principal Balance have been reduced to zero; (f) sixth, to the extent the Note B B-1 Holder and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B-1 Holder and the Note B-2 Holder for all such cure payments; and to the Note B-1 Holder and the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B-1 Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note C Holder in an amount equal to the accrued and unpaid interest on the Note B C Principal Balance at the Net Note B C Rate, (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note B Holder in an amount equal to the product of (i) the Percentage Interest of such NoteC Holder, multiplied by (ii) until the Note B Relative Spread, multiplied by (iii) any Prepayment Premium paid by the Mortgage Loan BorrowerC Principal Balance has been reduced to zero; (i) ninth, to the extent the Note B C Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B C Holder for all such amountscure payments; and to the Note C Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note C Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (j) tenth, to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on the Note A-1 Principal Balance and the Note A-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (k) eleventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (l) twelfth, to the Note C Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (m) thirteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or the Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i)a)-(l) and, as a result of a Workout the aggregate Principal Balance of Note B-1 and Note B-2 has been reduced, such excess amount shall be paid to the Note B-1 Holder and Note B-2 Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note B-1 Principal Balance and the Note B-2 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note B Rate; (n) fourteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(m) and, as a result of a Workout the Principal Balance of Note C has been reduced, such excess amount shall be paid to the Note C Holder in an amount up to the aggregate reduction, if any, of unreimbursed Realized Principal Losses previously allocated to the Note B Holder in accordance with the terms C Principal Balance as a result of Section 5such Workout, plus interest on such amount at the related Note B C Rate; (ko) eleventhfifteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the NoteholdersNote A Holders, the Note B Holders and the Note C Holder in accordance with the Note A Percentage Interest, the Note B Percentage Interest and the Note C Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro rata based on their respective Percentage Intereststhe Note A-1 Principal Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal Balance; and (lp) twelfthsixteenth, if any excess amount amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ka)-(o), any remaining amount shall be paid pro rata to the Noteholders in accordance with their respective initial Percentage Interests. Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basisNote A Holders, the amounts payable on Note B Holders and the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances Note C Holder in accordance with the terms of initial Note A Percentage Interest, the Securitization Servicing Agreementinitial Note B Percentage Interest and the initial Note C Percentage Interest, secondrespectively, with the amount distributed to reduce, on a the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro rata basisbased on the Note A-1 Principal Balance and the Note A-2 Principal Balance, the respective amounts payable on Senior Notes by and with the amount necessary distributed to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect Note B Holders to such Notes by such party (if be allocated between the Note B-1 Holder and as specified in the Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a Note B-2 Holder pro rata basis, the amounts payable based on the Senior Notes by Note B-1 Principal Balance and the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing AgreementNote B-2 Principal Balance.