Common use of Priority of Payments Clause in Contracts

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xx) twentieth, to fund any other reserves to the extent then required to be held in escrow; (xxi) twenty first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxii) twenty second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiii) twenty third, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxiv) twenty fourth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuingAllocations on each Distribution Date. On each Distribution Date, any collections received in respect the Trustee, on behalf of the Mortgage Loan or Up-MACRO Holding Trust, shall allocate the Mortgaged Property will be applied amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to the Notes Section 5.5(b) and Section 5.6(b), in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event following priority of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of prioritypayments: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating deposit of an amount equal to the Mortgage Loan and Up-MACRO Fee Deduction Amount into the Mortgaged Property and interest thereon at Fee Payment Account for application to the Advance Ratepayment of Up-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, to first reimburse the Note A Holders amount remaining in the Fee Payment Account after the payment of Up-MACRO Expenses, for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at payment of the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse Up-MACRO Fees incurred during the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basispreceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to reimburse or pay segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating Up-MACRO Settlement Payment to the Mortgage Loan Down-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses then (but only B) to make a Final Distribution to the extent that they relate to servicing and administration Holders of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan)Up-MACRO Holding Shares being redeemed on such date; (iv) fourth, to pay for reinvestment in Eligible Treasuries of an amount equal to the Note A Holders accrued lesser of (x) the Up-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), and unpaid interest on the A Notes (other than Default Interesty) that was not included in the amount all funds remaining after satisfying priorities first through third of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basisthis Section 5.2(a); (v) fifth, to pay for making the Up-MACRO Income Distribution Payment to the Note A Holders any interest accrued on P&I Advances on Down-MACRO Holding Trust, if such a payment is due under the A Notes on a Pro Rata and Pari Passu Basis;Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth of this Section 5.2(a) to pay to the Note A those Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest Up-MACRO Holding Shares who are listed on the B Notes (other than Default Interest) that was not included in books and records of the amount of P&I Advances Depository as Beneficial Owners on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xx) twentieth, to fund any other reserves to the extent then required to be held in escrow; (xxi) twenty first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxii) twenty second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiii) twenty third, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxiv) twenty fourth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value)related Record Date.

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuingAllocations on each Distribution Date. On each Distribution Date, any collections received in respect the Trustee, on behalf of the Mortgage Loan or Down-MACRO Holding Trust, shall allocate the Mortgaged Property will be applied amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to the Notes Section 5.5(b) and Section 5.6(b), in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event following priority of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of prioritypayments: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating deposit of an amount equal to the Mortgage Loan and Down-MACRO Fee Deduction Amount into the Mortgaged Property and interest thereon at Fee Payment Account for application to the Advance Ratepayment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, to first reimburse the Note A Holders amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at payment of the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse Down-MACRO Fees incurred during the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basispreceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to reimburse or pay segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating Down-MACRO Settlement Payment to the Mortgage Loan Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses then (but only B) to make a Final Distribution to the extent that they relate to servicing and administration Holders of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan)Down-MACRO Holding Shares being redeemed on such date; (iv) fourth, to pay for reinvestment in Eligible Treasuries of an amount equal to the Note A Holders accrued lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), and unpaid interest on the A Notes (other than Default Interesty) that was not included in the amount all funds remaining after satisfying priorities first through third of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basisthis Section 5.2(a); (v) fifth, to pay for making the Down-MACRO Income Distribution Payment to the Note A Holders any interest accrued on P&I Advances on Up-MACRO Holding Trust, if such a payment is due under the A Notes on a Pro Rata and Pari Passu Basis;Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth of this Section 5.2(a) to pay to the Note A those Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest Down-MACRO Holding Shares who are listed on the B Notes (other than Default Interest) that was not included in books and records of the amount of P&I Advances Depository as Beneficial Owners on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xx) twentieth, to fund any other reserves to the extent then required to be held in escrow; (xxi) twenty first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxii) twenty second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiii) twenty third, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxiv) twenty fourth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value)related Record Date.

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee (and, if applicable, a master servicer of any Non-Lead Securitization Trust) for any unreimbursed Nonrecoverable Advances that are Servicing Property Protection Advances and Administrative Advances (or in the case of a master servicer of any Non-Lead Securitization Trust, if applicable, its pro rata share of any unreimbursed Nonrecoverable Advances that are Property Protection Advances and Administrative Advances previously reimbursed to the Master Servicer or the Trustee from general collections on the related Non-Lead Securitization Trust) relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders Holder for any Nonrecoverable Advances that are P&I Advances on the B Notes Note and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, Servicer or the Trustee for any unreimbursed Servicing Property Protection Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders Holder accrued and unpaid interest on the B Notes Note (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes Note reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders Holder any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu BasisNote; (ix) ninth, to pay to the Note B Holders Holder the Note Principal Balance of the B Notes Note due and payable on a Pro Rata and Pari Passu Basispayable; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium Liquidated Damages Amount and Yield Maintenance Default Premium Amount then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note B Holders Holder any Yield Maintenance Premium Liquidated Damages Amount and Yield Maintenance Default Premium Amount then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu BasisNote; (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders Holder for any Nonrecoverable Advances that are P&I Advances on the Note B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, Servicer and the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid A Holders, an amount equal to the aggregate of unreimbursed Note Realized Losses previously allocated to the A Notes, plus interest on thereon at the B Notes Interest Rate (other than Default Interest) that was to the extent not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause clauses (ii) and (iv) above) compounded monthly from the date the related Note Realized Loss was allocated to the A Notes, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders Holder accrued and unpaid interest on the C Notes Note B (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes Note B reimbursed pursuant to clause (ii) above; (ix) ninth, to pay to the Note B Holder any interest accrued on a Pro Rata P&I Advances on Note B; (x) tenth, to pay to the Note B Holder the Note Principal Balance of Note B due and Pari Passu Basispayable; (xi) eleventh, to pay to the Note C Holders any B Holders, an amount equal to the aggregate of unreimbursed Note Realized Losses previously allocated to the B Note, plus interest accrued on P&I Advances on thereon at the C Notes on a Pro Rata Interest Rate (to the extent not reimbursed pursuant to clauses (ii) and Pari Passu Basis(viii) above) compounded monthly from the date the related Note Realized Loss was allocated to the B Note; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxiii) twentieththirteenth, to fund any other reserves to the extent then required to be held in escrow; (xxixiv) twenty firstfourteenth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders Holder any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu BasisB; (xxiixv) twenty secondfifthteenth, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixvi) twenty thirdsixteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxvii) twenty fourthseventeenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xvi), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances principle balance of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long The B Notes and the rights of the Note B Holders to receive payments of interest, principal and other amounts with respect to such B Note shall at all times be junior, subject and subordinate to each A Note and the right of the Note A Holders to receive payments of interest, principal and other amounts with respect to each Note A as no set forth herein. All amounts tendered by the Mortgage Loan Event of Default has occurred and is continuing, any collections received Borrower or otherwise available for payment on or with respect to or in respect of connection with the Mortgage Loan or the Mortgaged Property will be applied to or amounts realized as proceeds thereof, whether received in the Notes in accordance with form of Monthly Payments, the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of Default has occurred and is continuing, all amounts collected by credit or on behalf of the Lead Securitization Trust in respect of other collateral or instrument securing the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Insurance Proceeds or Condemnation Proceeds, Condemnation Proceeds or Insurance Proceeds but excluding Excluded Amounts, shall be applied by the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority:priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (ia) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse each Note A Holder in an amount equal to the accrued and unpaid interest on the Note B Holders Principal Balance for any Nonrecoverable Advances that are P&I Advances each A Note at the Net Note A Rate; (b) second, on a Pro Rata and Pari Passu Basis based on the B Notes and interest thereon at outstanding principal balances of each A Note, to each Note A Holder in an amount equal to the Advance Rateprincipal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until such Note Principal Balance for each A Note has been reduced to zero; (c) third, on a Pro Rata and Pari Passu Basis, then to reimburse each Note A Holder up to the amount of any unreimbursed costs and expenses paid by such Note A Holder including any Recovered Costs not previously reimbursed to such Note A Holder (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(c) and, as a result of a workout the Note C Holders Principal Balance for any Nonrecoverable Advances that are P&I Advances each Note A has been reduced, such excess amount shall be paid to the Note A Holder in an amount up to the reduction, if any, of the Note Principal Balance for each A Note as a result of such workout, plus interest on the C Notes and interest thereon such amount at the Advance related Note A Rate; (e) fifth, on a Pro Rata and Pari Passu Basis, then any Yield Maintenance Premium, to reimburse the extent paid by the Mortgage Loan Borrower, shall be paid to each Note A Holder in an amount up to such Note’s pro rata interest therein as calculated under the Mortgage Loan Agreement; (f) sixth, to the Note D Holders for any Nonrecoverable Advances that are P&I Advances B Holder in an amount equal to the accrued and unpaid interest on the D Notes and interest thereon Note Principal Balance for each B Note at the Advance Net Note B Rate; (g) seventh, to the Note B Holder in an amount equal to all remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Note Principal Balance for each B Note has been reduced to zero; (h) eighth, on a Pro Rata and Pari Passu Basis, then any Yield Maintenance Premium, to reimburse the extent paid by the Mortgage Loan Borrower, shall be paid to each Note E Holders for any Nonrecoverable Advances that are P&I Advances on B Holder in an amount up to such Note’s pro rata interest therein as calculated under the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu BasisMortgage Loan Agreement; (iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ixi) ninth, to pay to if the Note B Holders proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xx) twentieth, to fund any other reserves to the extent then required to be held in escrow; (xxi) twenty first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxii) twenty second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreementforegoing clauses (a)-(g) and, as a result of a workout the Note Principal Balance for each Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note Principal Balance for each B Note as a result of such workout, plus interest on such amount at the related Note B Rate; (xxiiij) twenty thirdtenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Master Servicer Mortgage Loan), any such assumption or transfer fees, to the Special Servicer any additional servicing compensation that extent actually paid by the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing AgreementMortgage Loan Borrower, shall be paid to each Note A Holder and each Note B Holder, pro rata, based on their respective Percentage Interests; and (xxivk) twenty fourtheleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiia)-(j), any remaining amount shall be paid pro rata to each Note A Holder and each Note B Holder in accordance with their respective initial Percentage Interests. All payments of principal in respect of each Note shall be applied to the corresponding Note Holders based on the initial principal balances Components of the Notes held by such Note Holders. provided that it is being understood in Component Sequential Order, and agreed that all payments of interest in respect of each Note shall be applied to the priority corresponding Note Components of payment set forth above is solely for purposes such Note sequentially in respect of allocating collections on their respective interest entitlements, in each case, pursuant to the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses Agreement. All expenses and losses relating to the Mortgage Loan or and the Mortgaged Property, including without limitation losses of principal and interest, Property to the extent provided above) to each Note Protection Advances, interest on such Advances, Special Servicing Fees, Liquidation Fees and that any amounts payable to or allocable to the Lead Securitization Notes Workout Fees, Appraisal Reduction Amounts and certain other trust expenses, in respect of interesteach Note, principalshall be allocated to the Notes in Reverse Sequential Order and to the corresponding Note Components in Component Reverse Sequential Order; provided, Default Interest and interest on however, all P&I Advances will be subject to Section 1.3 reimbursed pro rata and Section 3.4(c) of pari passu among the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything Notes without regard to the contrary subordination of each B Note as set forth herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property . Any realized losses (including following reductions by a condemnationbankruptcy court) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated applied to reduce the principal balance of the Mortgage Loan (and correspondingly any Note) shall be reimbursed to the Notes in Sequential Order and to the manner permitted by corresponding Note Components of such REMIC Provisions if, immediately following Note in Component Sequential Order after all amounts of interest and principal have otherwise been paid in full on such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value)Note.

Priority of Payments. The Security Trustees hereby agree that all cash proceeds received by any Security Trustee in respect of any Collateral pursuant to Section 3.01 hereof and any payments by any Grantor to any Security Trustee following an Event of Default shall be paid by each Security Trustee to the relevant Security Trustee in the order of priority set forth below: (a) So long as no Mortgage Loan Event of Default has occurred and is continuingfirst, any collections received in respect to the First Lien Security Trustee for the benefit of the Mortgage Loan or First Lien Secured Parties, until payment in full in cash of the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement.First Lien Secured Obligations then outstanding; (b) If a Mortgage Loan Event second, to the Second Lien Security Trustee for the benefit of Default has occurred and is continuingthe Second Lien Secured Parties (for further credit to the FRBNY Account), until payment in full in cash of the Second Lien Secured Obligations then outstanding; provided that, in calculating the amount of Second Lien Secured Obligations outstanding, amounts paid under clause “first” shall be deducted therefrom so that all amounts collected by or on behalf of the Lead Securitization Trust paid in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds First Lien Secured Obligations shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Ratecredited against Second Lien Secured Obligations; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iiic) third, to reimburse or pay the Master Servicer, the Third Lien Security Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration benefit of the Mortgage Loan and Third Lien Secured Parties, until payment in full in cash of the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan)Third Lien Secured Obligations then outstanding; (ivd) fourth, to pay the Fourth Lien Security Trustee for the benefit of the Fourth Lien Secured Parties (for further credit to the Note A Holders accrued and unpaid interest on FRBNY Account), until payment in full in cash of the A Notes (other than Default Interest) that was not included Fourth Lien Secured Obligations then outstanding; provided that, in calculating the amount of P&I Advances on the A Notes reimbursed pursuant to Fourth Lien Secured Obligations outstanding, amounts paid under clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) “third” shall be deducted therefrom so that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any all amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xx) twentieth, to fund any other reserves to the extent then required to be held in escrow; (xxi) twenty first, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable paid in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxii) twenty second, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will Third Lien Secured Obligations shall be applied in accordance with the Lead Securitization Servicing Agreement; (xxiii) twenty third, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreementcredited against Fourth Lien Secured Obligations; and (xxive) twenty fourthfifth, if any excess amount is available all remaining amounts to the relevant Grantors or whomsoever may be distributed in respect lawfully entitled to receive such amounts; provided that the Security Trustees may at the instruction of the Mortgage Loan, Secured Parties and not otherwise applied in accordance with without consent of the foregoing Grantors amend the order of clauses (i)-(xxiii)a) through (d) above, but may not amend the effect of the provisos in clauses (b) and (d) or clause (e) above without the consent of the Grantors. For the avoidance of doubt, notwithstanding any remaining other provision of the Transaction Documents, in no event shall the Borrowers owe or be charged for or shall Collateral secure an amount shall be paid pro rata in the aggregate greater than the amount equal to the Note Holders based on the initial principal balances sum of the Notes held by such Note Holders. provided that it is being understood and agreed that Second Lien Secured Obligations then outstanding plus the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value)Fourth Lien Secured Obligations then outstanding.

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds insurance proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and or the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, Servicer or the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged PropertyExpenses, including without limitation, any unpaid Special Servicing Feesspecial servicing fees, Liquidation Fees liquidation fees and Workout Fees workout fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu BasisBasis until their Note Principal Balances have been reduced to zero; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu BasisBasis until their Note Principal Balances have been reduced to zero; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium Liquidated Damages Amount then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium Liquidated Damages Amount then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Servicer, as applicable, Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds insurance proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders (or any related servicer or trustee, as applicable) for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders Master Servicer for any Nonrecoverable Advances that are P&I Advances on the B Notes Note and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, Servicer and the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged PropertyExpenses, including without limitation, any unpaid Special Servicing Feesspecial servicing fees, Liquidation Fees liquidation fees and Workout Fees workout fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders (or any related servicer or trustee, as applicable) any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note B Holder accrued and unpaid interest on the B Note (other than Default Interest) that was not included in the amount of P&I Advances on the B Note reimbursed pursuant to clause (ii) above (and, in the case of any such amounts applied to the B Note, first to Component B, then to Component C, then to Component D, and then to Component HRR); (vii) seventh, to pay to the Master Servicer or the Trustee any interest accrued on P&I Advances on the B Note; (viii) eighth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, Basis until their Note Principal Balances have been reduced to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basiszero; (ix) ninth, to pay to the Note B Holders Holder the Note Principal Balance of the B Notes Note due and payable on a Pro Rata (and, in the case of any such amounts applied to the B Note, first to Component B, then to Component C, then to Component D, and Pari Passu Basisthen to Component HRR) until its Note Principal Balance has been reduced to zero; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders Holder any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B NotesNote (and, on a Pro Rata and Pari Passu Basisin the case of any such amounts applied to the B Note, first to Component B, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu BasisComponent C, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu BasisComponent D, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu BasisComponent HRR); (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Servicer, Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds insurance proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and or the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders Holder for any Nonrecoverable Advances that are P&I Advances on the B Notes Note and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, Servicer or the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged PropertyExpenses, including without limitation, any unpaid Special Servicing Feesspecial servicing fees, Liquidation Fees liquidation fees and Workout Fees workout fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu BasisBasis until their Note Principal Balances have been reduced to zero; (vii) seventh, to pay to the Note B Holders Holder accrued and unpaid interest on the B Notes Note (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes Note reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders Holder any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu BasisNote; (ix) ninth, to pay to the Note B Holders Holder the Note Principal Balance of the B Notes Note due and payable on a Pro Rata and Pari Passu Basisuntil its Note Principal Balances has been reduced to zero; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium Amounts then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders Holder any Yield Maintenance Premium and Yield Maintenance Default Premium Amounts then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu BasisNote; (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Servicer, as applicable, Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds insurance proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon xxxxxxx at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged PropertyExpenses, including without limitation, any unpaid Special Servicing Feesspecial servicing fees, Liquidation Fees liquidation fees and Workout Fees workout fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viiivii) eighthseventh, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis until their Note Principal Balances have been reduced to zero; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu BasisBasis until their Note Principal Balances have been reduced to zero; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu Basis; (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Servicer, Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Ratethereon; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Ratethereon, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Ratethereon, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Ratethereon, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Ratethereon, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis; (ix) ninth, to pay to the Note B Holders the Note Principal Balance of the B Notes due and payable on a Pro Rata and Pari Passu Basis; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxvii) twentiethseventeenth, to fund any other reserves to the extent then required to be held in escrow; (xxixviii) twenty firsteighteenth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, Notes on a Pro Rata and Pari Passu Basis, Basis and then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, Notes on a Pro Rata and Pari Passu Basis; (xxiixix) twenty secondnineteenth,, to pay to the Master Servicer or the Special Servicer Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixx) twenty thirdtwentieth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxxi) twenty fourthTwenty first, if to pay any excess amount is available to be distributed in respect of other amounts then due and payable under the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiii), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note HoldersLoan Agreement. provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Mortgage Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).

Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement. (b) If a Mortgage Loan an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceedsliquidation proceeds, Condemnation Proceeds condemnation proceeds or Insurance Proceeds insurance proceeds shall be applied in the following order of priority: (i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate; (ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders Holder for any Nonrecoverable Advances that are P&I Advances on the Note B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis; (iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged PropertyExpenses, including without limitation, any unpaid Special Servicing Feesspecial servicing fees, Liquidation Fees liquidation fees and Workout Fees workout fees relating to the Mortgage Loan); (iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis; (vi) sixth, to pay to the Note B Holder accrued and unpaid interest on Note B (other than Default Interest) that was not included in the amount of P&I Advances on Note B reimbursed pursuant to clause (ii) above; (vii) seventh, to pay to the Note B Holder any interest accrued on P&I Advances on Note B; (viii) eighth, to pay to the Note A Holders the Note Principal Balance of the A Notes due and payable on a Pro Rata and Pari Passu Basis; (vii) seventh, Basis until their Note Principal Balances have been reduced to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (viii) eighth, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basiszero; (ix) ninth, to pay to the Note B Holders Holder the Note Principal Balance of the Note B Notes due and payable on a Pro Rata and Pari Passu Basisuntil its Note Principal Balance has been reduced to zero; (x) tenth, to pay to the Note C Holders accrued and unpaid interest on the C Notes (other than Default Interest) that was not included in the amount of P&I Advances on the C Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xi) eleventh, to pay to the Note C Holders any interest accrued on P&I Advances on the C Notes on a Pro Rata and Pari Passu Basis; (xii) twelfth, to pay to the Note C Holders the Note Principal Balance of the C Notes due and payable on a Pro Rata and Pari Passu Basis; (xiii) thirteenth, to pay to the Note D Holders accrued and unpaid interest on the D Notes (other than Default Interest) that was not included in the amount of P&I Advances on the D Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xiv) fourteenth, to pay to the Note D Holders any interest accrued on P&I Advances on the D Notes on a Pro Rata and Pari Passu Basis; (xv) fifteenth, to pay to the Note D Holders the Note Principal Balance of the D Notes due and payable on a Pro Rata and Pari Passu Basis; (xvi) sixteenth, to pay to the Note E Holders accrued and unpaid interest on the E Notes (other than Default Interest) that was not included in the amount of P&I Advances on the E Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis; (xvii) seventeenth, to pay to the Note E Holders any interest accrued on P&I Advances on the E Notes on a Pro Rata and Pari Passu Basis; (xviii) eighteenth, to pay to the Note E Holders the Note Principal Balance of the E Notes due and payable on a Pro Rata and Pari Passu Basis; (xix) nineteenth, to pay the Master Servicer or the Special Servicer any amounts to be applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; (xxxi) twentietheleventh, to fund any other reserves to the extent then required to be held in escrow; (xxixii) twenty firsttwelfth, to pay to the Note A Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the A Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note B Holders Holder any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the B Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note C Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the C Notes, on a Pro Rata and Pari Passu Basis, then to pay to the Note D Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the D Notes, on a Pro Rata and Pari Passu Basis, and then to pay to the Note E Holders any Yield Maintenance Premium and Yield Maintenance Default Premium then due and payable in respect of the E Notes, on a Pro Rata and Pari Passu BasisB; (xxiixiii) twenty secondthirteenth, to pay to the Master Servicer or the Special Servicer Servicer, Default Interest and late payment charges then due and owing under the Mortgage Loan, all of which will be applied in accordance with the Lead Securitization Servicing Agreement; (xxiiixiv) twenty thirdfourteenth, to pay the Master Servicer or the Special Servicer any additional servicing compensation that the Master Servicer or the Special Servicer is entitled receive under the Lead Securitization Servicing Agreement; and (xxivxv) twenty fourthfifteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i)-(xxiiii)-(xiv), any remaining amount shall be paid pro rata to the Note Holders based on the initial principal balances of the Notes held by such Note Holders. ; provided that it is being understood and agreed that the priority of payment set forth above is solely for purposes of allocating collections on the Mortgage Loan or the Mortgaged Property (net of any reimbursement or payment of Advances or Trust Fund Expenses relating to the Mortgage Loan or Mortgaged Property to the extent provided above) to each Note and that any amounts payable to or allocable to the Lead Securitization Notes in respect of interest, principal, Default Interest and interest on P&I Advances will be subject to Section 1.3 and Section 3.4(c) of the Lead Securitization Servicing Agreement and the other applicable provisions terms of the Lead Securitization Servicing Agreement and will not otherwise affect the reimbursement rights of the Master Servicer, the Special Servicer or the Trustee thereunder. Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).