Common use of Payments Prior to a Sequential Pay Event Clause in Contracts

Payments Prior to a Sequential Pay Event. If no Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgagor or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect), whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the terms of the 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, as applicable) (provided, that (1) there shall be excluded from the aggregate amount so distributed all amounts for required reserves or escrows required by the Loan Documents (to 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 (2) 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 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 (as set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note C and the right of the Note C Holders to receive payments of interest, principal and other amounts with respect to the Note C shall at all times be junior, subject and subordinate to Note B and Note B and the right of the Note B Holders to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, including without limitation, limitation amounts received by the proceeds of any purchase of the Mortgage Loan by a mezzanine lender Master Servicer or Special Servicer pursuant to an option set forth the Servicing Agreement as reimbursements on account of recoveries in the related mezzanine intercreditor agreement if no Sequential Pay Event is then in effect and the proceeds respect of any purchase of the Defaulted A Loan by the Note B Holder under Section 12 if no Sequential Pay Event is then in effectAdvances), whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows 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 Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and any other amounts paid by the Mortgagor under the Loan Documents shall be distributed by the Lead Master Senior Noteholder (or the Servicer on its behalf) 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 or this Agreement, as applicable) (provided, that (1) there shall be excluded from the aggregate amount so distributed all amounts for required reserves or escrows required by the Loan Documents (to 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 (2) 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 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 (as set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization Operating Advisor, Lead Certificate Administrator or Lead Trustee under with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and this Agreement; provided such distributions distributed by the Lead Senior Noteholder (or the Servicer on its behalf) for payment in the following order of priority without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note A-B and the right of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to Note A-B shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and distributed by the Lead Senior Noteholder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Senior Noteholder] (or its designee) and distributed by the Lead Senior Noteholder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note A-B and the right of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to the Note A-B shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and distributed by the Lead Senior Noteholder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to Note B shall at all times be junior, subject and subordinate to Note A-B and the right of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to Note A-B as set forth herein and the rights of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to Note A-B, shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes, in each case, as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and distributed by the Lead Senior Noteholder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B-2 and the right of the Note B-2 Holder to receive payments of interest, principal and other amounts with respect to the Note B-2 shall at all times be junior, subject and subordinate to Note B-1 and the right of the Note B-1 Holder to receive payments of interest, principal and other amounts with respect to Note B-1 as set forth herein and the rights of the Note B-1 Holder to receive payments of interest, principal and other amounts with respect to Note B-1, shall at all times be junior, subject and subordinate to Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to such Note A, in each case, as further described below. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Note A Holder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. The Junior Note and the right of Junior Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate to the Senior Note and the right of Senior Noteholder to receive payments of interest, principal and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization Operating Advisor, Lead Certificate Administrator or Lead Trustee under with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by Senior Noteholder (or its designee) and this Agreement; provided such distributions distributed by Senior Noteholder (or the Servicer on its behalf) for payment in the following order of priority without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B-2 and the right of the Note B-2 Holder to receive payments of interest, principal and other amounts with respect to Note B-2 shall at all times be junior, subject and subordinate to Note B-1 and Note B-1 and the right of the Note B-1 Holder to receive payments of interest, principal and other amounts with respect to Note B-1 shall at all times be junior, subject and subordinate to Note A-B and the right of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to Note A-B as set forth herein and the rights of the Note A-B Holder to receive payments of interest, principal and other amounts with respect to Note A-B, shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Lead Senior Noteholder (or its designee) and distributed by the Lead Senior Noteholder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or 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 Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization Operating Advisor, Lead Certificate Administrator or Lead Trustee under with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by the Senior Noteholder (or its designee) and this Agreement; provided such distributions distributed by the Senior Noteholder (or the Servicer on its behalf) for payment in the following order of priority AGREEMENT BETWEEN NOTEHOLDERS 57199.57/ The Bancorp., Inc. Portfolio without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to Note A and the right of the Note A Holder to receive payments of interest, principal and other amounts with respect to Note A as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 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 respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A Holder (or its designee) and distributed by the Note A Holder (or the Servicer on its behalf) 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, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by the Note A-1 Holder (or its designee) and this Agreement; provided such distributions distributed by the Note A-1 Holder (or the Servicer on its behalf) for payment in the following order of priority without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or 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 Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization Operating Advisor, Lead Certificate Administrator or Lead Trustee under with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by the Senior Noteholder (or its designee) and this Agreement; provided such distributions distributed by the Senior Noteholder (or the Servicer on its behalf) for payment in the following order of priority AGREEMENT BETWEEN NOTEHOLDERS 57199-57/Arizona Retail Portfolio without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):

Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event Event, as determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgagor Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, 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 no 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 no Sequential Pay Event is then in effect)thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) 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, as applicable) (provided, 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 the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement; Agreement and (2y) 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 Securitization Operating Advisor, Lead Certificate Administrator or Lead Trustee under with respect to this Mortgage Loan pursuant to the Servicing Agreement Agreement, shall be applied by the Senior Noteholder (or its designee) and this Agreement; provided such distributions distributed by the Senior Noteholder (or the Servicer on its behalf) for payment in the following order of priority without duplication (and payments shall be made in a manner that complies with 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 at such Servicing Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan (times as are set forth in the Lead Securitization Servicing Agreement, which “primary servicing fee rate” shall not exceed the maximum rate set forth in the definition of “Servicing Fee Rate” herein) 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):