Common use of Priority of Notes Clause in Contracts

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead Securitization, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after Upon the Lead Securitization Date, if any portion occurrence of the Primary Servicing Purchase Price is required to be repaid final Securitization, the aggregate proceeds received from the sale of the master servicing rights in each respective Securitization with respect to the applicable Master Servicer, each Holder Note(s) being securitized shall be obligated allocated to pay such Master Servicer the Holders on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note Basis, and a net payment shall be for made from any Holder that has received proceeds in excess of, to any Holder that has received less than, its own accountallocable share of such proceeds.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The For clarification purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement Agreement) paid on each Note shall provide for first, be applied to pay, on a pro rata basis, the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Servicing Advances and reimbursement of Property Advancesany Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, (ii) second, be applied to pay the parties amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, for any Securitization for interest accrued on any P&I AdvanceAdvance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, (iii) as applicable), third, be applied to pay, on a pro rata basis, the amount necessary to pay certain additional trust fund expenses under the Lead Securitization Servicing Agreement (other expenses (including than Special Servicing Fees, unpaid workout fees Workout Fees and liquidation feesLiquidation Fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided specified in the Lead Securitization Servicing Agreement Agreement) and (b) in the case of the finally, with respect to any remaining amount of Penalty Charges allocable to any Non-Lead Note, to payCharges, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder or at any time the Mortgage Loan is not being serviced pursuant to a Securitization Servicing Agreement, pro rata to each Holder, and (y) following the securitization of such the Lead Note, entirely to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after Upon the Lead Securitization Date, if any portion occurrence of the Primary Servicing Purchase Price is required to be repaid final Securitization, the aggregate proceeds received from the sale of the master servicing rights in each respective Securitization with respect to the applicable Master Servicer, each Holder Note(s) being securitized shall be obligated allocated to pay such Master Servicer the Holders on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note Basis, and a net payment shall be for made from any Holder that has received proceeds in excess of, to any Holder that has received less than, its own accountallocable share of such proceeds.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Lead Securitization Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note The Notes shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, domain shall be distributed by the Master Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided any Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clause (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Note A-1A Securitization and any other Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Note Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Note Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any either Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi) prior through (iii) above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any either Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the then-current Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Noteextent any amounts remain, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreementcompensation. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including other than Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, to pay, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses (including Special Servicing Fees, unpaid workout fees and liquidation fees) incurred with respect to the Mortgage Loan and (iv) (a) in the case of the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation compensation, except that, for so long as provided a Note is not included in the Lead Securitization Servicing Agreement and (b) in the case of the remaining amount of a Securitization, any Penalty Charges allocable allocated to any Non-Lead Note, such Note that are not applied pursuant to pay, clauses (xi)-(iii) prior above shall be remitted to the securitization of such Note, to the related Non-Lead Note respective Holder and (y) following the securitization of such Note, shall not be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in without the Lead Securitization Servicing Agreementexpress consent of such Holder. Upon the occurrence of the Lead SecuritizationSecuritization as to which any such proceeds are received, if any proceeds are received from the sale of the primary servicing rights with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicer, each Holder shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either any Holder from the sale of master servicing rights with respect to its Note shall be for its own account.

Priority of Notes. Each Note shall be of equal priority, (a) From and no portion of any Note after the Debt Exchange Closing Date until all Senior Secured Debt shall have priority been paid in full, exchanged for Exchange Notes or preference over otherwise retired, in the event of: (i) the occurrence of an Event of Default (as such term is defined in the Senior Secured Debt) and continuance thereof beyond any portion grace period provided in the Senior Secured Debt; (ii) any acceleration of the maturity of any other Note indebtedness of the Grantor, or (iii) the institution of any liquidation, dissolution, bankruptcy, insolvency or security therefor. Except for similar proceeding relating to the Excluded AmountsGrantor, its property, or its creditors as such, the holders of the Exchange Notes and the Convertible Subordinated Debt Purchasers shall not be entitled to receive and, by execution and delivery of the Exchange Notes Indenture or the Secured Convertible Subordinated Debt Indenture, as the case may be, the Senior Debt Trustee and the Subordinated Debt Trustee, on behalf of the holders of the Exchange Notes and the Convertible Subordinated Debt Purchasers, agree not to accept, any payment of principal or interest until all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid owing in respect of the Mortgage Loan to be used (i) to pay Senior Secured Debt shall have been paid in full; and from and after the Master Servicer, the Trustee or the Special Servicer for interest accrued on happening of any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, event described in clause (iii) of this subsection (a) of Section 11, all payments and ---------- distributions of any kind or character (whether in cash, securities or property) which, except for the provisions hereof, would have been payable or distributable to pay certain other expenses or for the benefit of the holders of the Exchange Notes or the Convertible Subordinated Debt Purchasers, shall be made to and for the benefit of the Senior Secured Debt Purchasers (including Special Servicing Fees, unpaid workout fees and liquidation feeswho shall be entitled to make all necessary claims therefore) incurred in accordance with the priorities of payment set forth herein until all Senior Secured Debt shall have been paid in full. In the event that any payment or distribution is made with respect to the Mortgage Loan Exchange Notes or the Convertible Subordinated Debt in violation of the terms hereof, any Secured Party receiving such payment or distribution shall (and, by acceptance of the Exchange Notes or the Convertible Subordinated Debt, agrees to) hold it in trust for the benefit of, and shall remit it to, the Senior Secured Debt Purchasers in accordance with the priorities of payment set forth herein. (ivb) (a) From and after all Senior Secured Debt shall have been paid in full, exchanged for Exchange Notes or otherwise retired, and until the Exchange Notes shall have been paid in full or otherwise retired, in the case event of: (i) the occurrence of an Event of Default (as such term is defined in the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as Exchange Notes Indenture) and continuance thereof beyond any grace period provided in the Lead Securitization Servicing Agreement Exchange Notes Indenture; (ii) any acceleration of the maturity of any other indebtedness of the Grantor, or (iii) the institution of any liquidation, dissolution, bankruptcy, insolvency or similar proceeding relating to the Grantor, its property, or its creditors as such, the Convertible Subordinated Debt Purchasers shall not be entitled to receive and, by execution and delivery of the Subordinated Debt Indenture, the Subordinated Debt Trustee, on behalf of the holders of the Convertible Subordinated Debt agree not to accept, any payment of principal or interest until all amounts owing in respect of the Exchange Notes shall have been paid in full; and from and after the happening of any event described in clause (iii) of this subsection (b) of Section 11, all payments and distributions ---------- of any kind or character (whether in cash, securities or property) which, except for the case provisions hereof, would have been payable or distributable to or for the benefit of the remaining amount of Penalty Charges allocable Convertible Subordinated Debt Purchasers, shall be made to any Non-Lead Note, to pay, (x) prior to and for the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence benefit of the Lead Securitization, if any proceeds are received from the sale holders of the primary servicing rights Exchange Notes (who shall be entitled to make all necessary claims therefore) in accordance with the priorities of payment set forth herein until all Exchange Notes shall have been paid in full. In the event that any payment or distribution is made with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion Convertible Subordinated Debt in violation of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicerterms hereof, each Holder any Secured Party hereof receiving such payment or distribution shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion (and, by acceptance of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from Convertible Subordinated Debt, agrees to) hold it in trust for the sale benefit of, and shall remit it to, the holders of master servicing rights the Exchange Notes in accordance with respect to its Note shall be for its own accountthe priorities of payment set forth herein.

Priority of Notes. Each Note shall be of equal priority, (a) From and no portion of any Note after the Debt Exchange Closing Date until all Senior Secured Debt shall have priority been paid in full, exchanged for Exchange Notes or preference over otherwise retired, in the event of: (i) the occurrence of an Event of Default (as such term is defined in the Senior Secured Debt) and continuance thereof beyond any portion grace period provided in the Senior Secured Debt; (ii) any acceleration of the maturity of any other Note indebtedness of the Grantor, or (iii) the institution of any liquidation, dissolution, bankruptcy, insolvency or security therefor. Except for similar proceeding relating to the Excluded AmountsGrantor, its property, or its creditors as such, the holders of the Exchange Notes and the Convertible Subordinated Debt Purchasers shall not be entitled to receive and, by execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, the Senior Debt Trustee and the Subordinated Debt Trustee, on behalf of the holders of the Exchange Notes and the Convertible Subordinated Debt Purchasers, agree not to accept, any payment of principal or interest until all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis. The Servicing Agreement shall provide for the application of Penalty Charges paid owing in respect of the Mortgage Loan to be used (i) to pay Senior Secured Debt shall have been paid in full; and from and after the Master Servicer, the Trustee or the Special Servicer for interest accrued on happening of any Property Advances and reimbursement of Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, event described in clause (iii) of this subsection (a) of Section 11, all payments and distributions of any kind or ---------- character (whether in cash, securities or property) which, except for the provisions hereof, would have been payable or distributable to pay certain other expenses or for the benefit of the holders of the Exchange Notes or the Convertible Subordinated Debt Purchasers, shall be made to and for the benefit of the Senior Secured Debt Purchasers (including Special Servicing Fees, unpaid workout fees and liquidation feeswho shall be entitled to make all necessary claims therefore) incurred in accordance with the priorities of payment set forth herein until all Senior Secured Debt shall have been paid in full. In the event that any payment or distribution is made with respect to the Mortgage Loan Exchange Notes or the Convertible Subordinated Debt in violation of the terms hereof, any Secured Party receiving such payment or distribution shall (and, by acceptance of the Exchange Notes or the Convertible Subordinated Debt, agrees to) hold it in trust for the benefit of, and shall remit it to, the Senior Secured Debt Purchasers in accordance with the priorities of payment set forth herein. (ivb) (a) From and after all Senior Secured Debt shall have been paid in full, exchanged for Exchange Notes or otherwise retired, and until the Exchange Notes shall have been paid in full or otherwise retired, in the case event of: (i) the occurrence of an Event of Default (as such term is defined in the remaining amount of Penalty Charges allocable to the Lead Note, to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation as Exchange Notes Indenture) and continuance thereof beyond any grace period provided in the Lead Securitization Servicing Agreement Exchange Notes Indenture; (ii) any acceleration of the maturity of any other indebtedness of the Grantor, or (iii) the institution of any liquidation, dissolution, bankruptcy, insolvency or similar proceeding relating to the Grantor, its property, or its creditors as such, the Convertible Subordinated Debt Purchasers shall not be entitled to receive and, by execution and delivery of the Subordinated Debt Indenture, the Subordinated Debt Trustee, on behalf of the holders of the Convertible Subordinated Debt agree not to accept, any payment of principal or interest until all amounts owing in respect of the Exchange Notes shall have been paid in full; and from and after the happening of any event described in clause (iii) of this subsection (b) of Section 11, all payments and distributions of any kind ---------- or character (whether in cash, securities or property) which, except for the case provisions hereof, would have been payable or distributable to or for the benefit of the remaining amount of Penalty Charges allocable Convertible Subordinated Debt Purchasers, shall be made to any Non-Lead Note, to pay, (x) prior to and for the securitization of such Note, to the related Non-Lead Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Upon the occurrence benefit of the Lead Securitization, if any proceeds are received from the sale holders of the primary servicing rights Exchange Notes (who shall be entitled to make all necessary claims therefore) in accordance with the priorities of payment set forth herein until all Exchange Notes shall have been paid in full. In the event that any payment or distribution is made with respect to the Mortgage Loan (the “Primary Servicing Purchase Price”), such Primary Servicing Purchase Price shall be remitted, promptly upon receipt thereof, to the Holders on a Pro Rata and Pari Passu Basis. On and after the Lead Securitization Date, if any portion Convertible Subordinated Debt in violation of the Primary Servicing Purchase Price is required to be repaid to the applicable Master Servicerterms hereof, each Holder any Secured Party hereof receiving such payment or distribution shall be obligated to pay such Master Servicer on a Pro Rata and Pari Passu Basis for such portion (and, by acceptance of the Primary Servicing Purchase Price received by such Holder. Any proceeds received by either Holder from Convertible Subordinated Debt, agrees to) hold it in trust for the sale benefit of, and shall remit it to, the holders of master servicing rights the Exchange Notes in accordance with respect to its Note shall be for its own accountthe priorities of payment set forth herein.