Common use of Priority of Payments Clause in Contracts

Priority of Payments. Except as otherwise provided for in Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement); (e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date; (f) Sixth, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) Eighth, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note X-0, Xxxx X-0 or Note A-3 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0 or Note A-3, as applicable, (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment any Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of such LOC Reimbursement Obligations shall only be made Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (iiother than (1) after all such unpaid interest has been paid in fullproceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance Agreement); Mortgage Loan Documents, (e2) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) amounts received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement, (f4) Sixth, for the payment of Utilization Fees all amounts that are due and then due, payable by the Borrower or reimbursable with respect to the Issuing Lender Mortgage Loan to any Servicer (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note X-0, Xxxx X-0 or Note A-3 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0 or Note A-3, as of such date; applicable, and (gii) Seventh, any Servicing Fees due to the extent not otherwise contemplated Master Servicer in item Third above, for the payment excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Borrower’s obligations that are due Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement and (5) Penalty Charges) shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable as on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of such date under this Agreement consisting of unpaid principal any Servicing Advances in accordance with the terms of the LOC Reimbursement Obligations Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and interest at as specified in the Drawn Rate Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on all LOC Reimbursement Obligations; provideda pro rata basis, that payment of such LOC Reimbursement Obligations shall only be made the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the extent that Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2-I or Note A-2-II which may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2-I or Note A-2-II, as applicable, (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment any Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of such LOC Reimbursement Obligations shall only be made Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 or Note A-6 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 or Note A-6, as applicable, (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment any Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of such LOC Reimbursement Obligations shall only be made Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Document No. 6659612 Loan No. 000000 Xxxxxxx Xxxxxx, Xxxxxxxxxx XX Co-Lender Agreement Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on the Lead Securitization Note, and (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Rate on all LOC Reimbursement Obligations; provided“primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer or the Trustee, that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable to, such LOC Reimbursement Obligations shall only be made parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Assumption Fees, Modification Fees, Penalty Charges (to the extent that provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect remaining amount of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthPenalty Charges, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due be paid to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and preference over any portion of any other governmental charges due and payable Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of monthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon)) made with respect to Note X-0, Xxxx X-0, Xxxx X-0 or Note A-4 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0, Xxxx X-0 or Note A-4, as applicable, and (ii) any servicing fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment related Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest servicing fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such LOC Reimbursement Obligations shall only be made parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except (a)(I) As long as otherwise provided for in Section 9.14no Early Amortization Commencement Date has occurred and is then continuing, the Borrower shall apply all funds held on deposit in the Surplus Collection Account on any Business Day (except in the case of item Thirteenth), without duplication, shall be distributed in the following order of priority (the “Priority of Payments”):amounts and priority: (ai) Firstto the Partnership, for or, if LEAF Financial Corporation is no longer the payment Servicer, to the Servicer, all taxes paid pursuant to Section 6.06 and any items not constituting or securing payments in respect of Pledged Receivables (including, without limitation, any Taxes sales and use tax or provisions for Taxes and similar tax payment, insurance premiums, indemnities, warranty payments, late fees or other governmental charges or fees due and payable by under the Borrower as terms of such datethe related Contract) deposited into the Collection Account; (bii) Second, to the extent Partnership in an amount equal to any unreimbursed Partnership Advances; (iii) pro rata and pari passu, (x) to the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents Agent’s Bank in an amount equal to the excess Agent’s Bank Fees and indemnities which were accrued and unpaid as of the last day of the preceding month, together with such out of pocket expenses due pursuant to Section 9.08 and unpaid as of the last day of the preceding month (y) to the Custodian in an amount equal to the Custodian Fees and indemnities which were accrued and unpaid as of the last day of the preceding month together with such reasonable out of pocket expenses as were due to the Custodian under the terms of Custodial Agreement and unpaid as of the last day of the preceding month, and (z) to the Backup Servicer in an amount equal to the Backup Servicer’s Fees and indemnities which are accrued and unpaid as of the last day of the preceding month, together with such out of pocket expenses due pursuant to Section 9.08 and unpaid as of the last day of the preceding month, provided, that the total cumulative amount of indemnities payable after the Closing Date under this clause (iii) will not exceed $250,000 over such Market Value100,000 per annum; (civ) Thirdto the Partnership (as agent for the Servicer), or, if LEAF Financial Corporation is no longer the Servicer, to the extent amounts drawn Servicer in an amount equal to the Servicing Fee which is accrued and unpaid as of the last day of the preceding month; (v) If the Backup Servicer is the Servicer, to the Backup Servicer, the Servicing Fee; (vi) to the Agent for the account of the Qualifying Hedge Counterparty under any Letter of Credit are not necessary each Qualifying Interest Rate Hedge in an amount equal to (and for the payment of of) all amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement); (e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date; (f) Sixth, for the payment of Utilization Fees that which are due and payable by the Borrower to such Qualifying Hedge Counterparty on such Remittance Date (other than fees, expenses, termination payments, indemnification payments, tax payments or other similar amounts), pursuant to the Issuing Lender as terms of the applicable Qualifying Interest Rate Hedge (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such Remittance Date pursuant to the terms of such dateQualifying Interest Rate Hedge); (gvii) Seventhto the Agent for the account of the Lender in an amount equal to the Facility Fees; (viii) to the Agent for the account of the Qualifying Hedge Counterparty under each Qualifying Interest Rate Hedge in an amount equal to (and for the payment of) all fees, expenses, termination payments, indemnification payments, tax payments or other amounts (to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that previously paid hereunder) which are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) Eighth, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower to such Qualifying Hedge Counterparty on such Remittance Date, pursuant to the terms of the applicable Qualifying Interest Rate Hedge; (ix) to the Agent for the account of the Lender in an amount equal to the Borrowing Base Deficiency (if any) as of such date under Remittance Date; (x) to the Tax Sharing Agreement Agent for the account of the Lender in an amount equal to the aggregate amount of all other Obligations (other than the repayment of Loans then outstanding) then due from the Borrower to the Lender, the Agent, the Servicer or any Affected Party hereunder and Yield maintained pursuant to Section 2.06(a) (other than those specified in clause (xii) below); (xi) pro rata and pari passu, to the Agent’s Bank, the Custodian and the Backup Servicer, the amounts described in clause (iii) above that remain unpaid; and (xii) as long as no event that with the passage of time or the Special Tax Allocation Agreementgiving of notice or both would constitute an Early Amortization Event has occurred and is then continuing, any amount remaining in the Collection Account shall be distributed (or retained in the Collection Account) as directed by the Borrower as follows: (1) to the Borrower to fund the purchase of Eligible Receivables pledged by the Borrower to the Agent hereunder, (2) to the Lender to reduce the Facility Amount, (3) to the Borrower for general corporate purposes or (4) to be retained in the Collection Account for distribution on the next Remittance Date in the priority set forth in this Section 2.06(a);

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of such date consisting Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds other than (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect proceeds, awards or settlements to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance Agreement); Mortgage Loan Documents, (eii) Fifth, for all amounts required to be deposited in reserve or escrow pursuant to the payment Mortgage Loan Documents or received as reimbursements on account of any Third Party Expenses incurred directly by the Borrower that are recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fiii) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest thereon) made with respect to Note X-0, Xxxx X-0 or Note A-3 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0 or Note A-3, as applicable, and (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment each Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) with respect to the Mortgage Loan to any Servicer pursuant to the Lead Securitization Servicing Agreement (including without limitation, that payment any additional Trust Fund expenses (subject to the second paragraph of Section 5(d)) reimbursable to, or payable by, such LOC Reimbursement Obligations shall only be made Servicer and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Default Interest (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the Non-Lead Master Servicer or the Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or a Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional Trust Fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Default Interest allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Default Interest allocable to such payment (the “Payment Restrictions”); (h) Eightha Non-Lead Securitization Note, be paid, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to Master Servicer and/or the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and preference over any portion of any other governmental charges due and payable Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest thereon) made with respect to Note X-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note X-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5, as applicable, and (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Rate on all LOC Reimbursement Obligations; provided“primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such LOC Reimbursement Obligations shall only be made parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Charges (to the extent that provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Default Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Default Charges allocable to each Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for Available Funds will be distributed in Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in accordance with the following order of priority payment priorities (collectively, the “Priority of Payments”): (a) FirstIf the Closing Date occurs, for on the Final Settlement Date, in the following order of priority: (i) to the payment of (x) fees, costs and expenses payable by the Issuer to the Warehouse Collateral Administrator or the Trustee and (y) any indemnities payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement; provided that the sum of the amounts payable pursuant to this clause (y) shall not exceed $150,000; (ii) to the Senior Noteholders, the Senior Note Interest due and payable on the Senior Note(s); (iii) to the Senior Noteholders, the Outstanding Senior Note Amount as the redemption price of the Senior Note(s); (iv) to the payment of any Taxes amounts payable by the Issuer under this Agreement or provisions the Warehouse Collateral Administration Agreement not paid pursuant to clause (i) above as a result of the limitation set forth therein; (v) to each of the Junior Noteholders, pro rata based on the Outstanding Junior Note Amount of its Junior Notes to the extent of amounts available under this clause (v), the Positive Carry due and payable to the Junior Notes; (vi) to each of the Junior Noteholders, pro rata and pari passu based on the Outstanding Junior Note Amount of its Junior Notes, the aggregate Outstanding Junior Note Amount as the redemption price of the Junior Notes; and (vii) subject to Section 4.2, all remaining Available Funds will be retained by the Issuer. For the avoidance of doubt, if the Closing Date occurs, organizational expenses, fees and expenses (including indemnification payments) payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement and any other expenses of the Issuer will be paid from the proceeds of the CLO Securities, or in the case of indemnification payments that become payable after the Closing Date, under the terms of the indenture entered into by the Issuer on the Closing Date. Any Net Trading Losses shall be for Taxes the account of the Issuer. (b) If a Liquidation Event occurs, on the Final Settlement Date, in the following order of priority: (i) except to the extent paid by the Arranger or the Portfolio Manager under the Engagement Letter, to the payment of any accrued and other governmental charges unpaid fees and expenses of the Warehouse Collateral Administrator under the Warehouse Collateral Administration Agreement and the Trustee (including all costs of liquidation and any indemnification payments due and payable by the Borrower as of such dateIssuer to the Warehouse Collateral Administrator and the Trustee); (bii) Secondto the Senior Noteholders, the Senior Note Interest due and payable on the Senior Note(s); (iii) to the Senior Noteholders, the Outstanding Senior Note Amount as the redemption price of the Senior Note(s); (iv) except to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable paid under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due Engagement Letter and payable by the Borrower as of such date consisting of if not paid pursuant to clause (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect above, to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn; (d) Fourth, for the payment of any costs and expenses (including indemnity amounts) of the Issuer relating to this Agreement or the Warehouse Collateral Administration Agreement; (v) to each of the Junior Noteholders, pro rata and pari passu based on the Outstanding Junior Note Amount of its Junior Notes to the extent of amounts available under this clause (v), the Positive Carry due and payable by the Borrower to the Ceding Company under, and subject Junior Notes; and (vi) to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms each of the Reinsurance Agreement); (e) FifthJunior Noteholders, for pro rata and pari passu based on the payment Outstanding Junior Note Amount of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date; (f) Sixthits Junior Notes, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) Eighth, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;remaining Available Funds.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and preference over any portion of any other governmental charges due and payable Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5, as applicable, (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment any Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of such LOC Reimbursement Obligations shall only be made Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Servicer to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Any proceeds received from the Borrower upon sale of the occurrence of an Event of Default, including, without limitation, primary servicing rights with respect to the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments Mortgage Loan shall be made remitted, promptly upon receipt thereof, to the Note Holders on a Pro Rata and held in Pari Passu Basis. Any proceeds received by any Note Holder from the Cash Collateral Account, other than, sale of master servicing rights with respect to its Note shall be for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;its own account.

Priority of Payments. Except ‌ 18.1 The Parties acknowledge that BIC2's obligations to use available cash are regulated under the BIC2 MOI (and related Finance Documents) until the BIC2 Discharge Date, and that such agreements include an obligation, at certain times and in (or with references to) certain amounts, to offer MTN an early exercise of the NVF Call Option, as contemplated in clause 15. 18.2 After the BIC2 Discharge Date, BIC2 undertakes to MTN that, save as MTN may otherwise permit by prior written consent or save as is otherwise provided for or required under any Permitted Refinancing Document, it will deposit all monies received by it into the BIC2 Collection Account (as defined in Section 9.14the BIC2 Pref Share Terms) and, on a quarterly basis on the Borrower shall last Business Day in each of February, May, August and November or such earlier date within a calendar quarter when the balance of the BIC2 Collection Account exceeds R50 million, ("Relevant Date") apply all funds held Distributable Cash in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in accordance with the following order priority of priority (the “Priority of Payments”):payments and for no other purpose:‌ (a) First18.2.1 first, for the payment of to pay any Taxes or provisions for Taxes and other governmental charges amount due and payable by the Borrower as of such datefor taxation and other statutory charges and liabilities; (b) Second18.2.2 second, to the extent the Market Value that any Distributable Cash remains after payment or retention of amounts in terms of the assets held preceding sub-clause of this clause 18.2, to make reasonable provisions for taxation and other statutory charges and liabilities, and for deduction of all amounts required to be transferred to any and all reserves required to be created and/or maintained under applicable law or regulation, all in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal accordance with (i) applicable law (to the excess extent prescribed); and/or (ii) generally accepted accounting principles current in South Africa, and then only to the extent that such matters would not reasonably be expected to be funded out of $250,000 over such Market Valuefuture revenues of BIC2; (c) Third18.2.3 third, to the extent amounts drawn under that any Letter of Credit are not necessary for the Distributable Cash remains after payment or retention of amounts payable under the Reinsurance Agreement, for the payment of that portion in terms of the Borrower’s obligations due preceding sub-clauses of this clause 18.2, to pay or make reasonable provision for third party creditors and payable by the Borrower as of such date consisting of current debts and operating expenses up to an annual (calendar) amount of (i) unpaid interest at prior to the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawncommencement of the BEE Listing Period (as defined in the BIC2 Pref Share Terms), R15 000 000,00 (fifteen million Rand per annum); and (ii) after for the duration of the BEE Listing Period, R40 000 000,00 (forty million Rand per annum), and, as a once-off amount, in respect of the BEE Listing (as defined in the BIC2 Pref Share Terms), an aggregate amount not exceeding R30 000 000,00 (thirty million Rand) (adjusted annually to take into account any changes to the CPI since the New Empowerment Transaction Closing Date) or such greater amount as MTN may permit in writing from time to time, all as incurred in the ordinary course of business and in accordance with (a) applicable prevailing trading terms and practices; and (b) generally accepted accounting principles current in South Africa, and then only to the extent that such unpaid interest has been paid in full, unpaid principal matters would not reasonably be expected to be funded out of all LOC Reimbursement Obligations with respect to such amounts drawnfuture revenues of BIC2; 18.2.4 fourth, only (di) Fourthafter the expiry of the Initial Period (as defined in the BIC2 Pref Share Terms); (ii) at BIC2's election and in its discretion but provided that (i) the financial covenant/s (measured immediately before and after the proposed dividend payment) set by MTN in writing from time to time in respect thereof is/are satisfied and (ii) no Default or Potential Default exists, for as defined in Annexe C hereto, to apply an amount up to 20% of the Distributable Cash which remains after payment or retention of amounts in terms of the preceding sub-clauses of this clause 18.2, towards the payment of any amounts due and payable by the Borrower a cash dividend to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as holders of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement)BIC2 Ordinary Shares; (e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date; (f) Sixth, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date; (g) Seventh18.2.5 fifth, to the extent not otherwise contemplated that any Distributable Cash remains after payment or retention of amounts in item Third above, for the payment of that portion terms of the Borrower’s obligations that are due preceding sub-clauses of this clause 18.2, to pay to the lender amounts payable under any loan outstanding to the lender under any BIC2 Subordinated Loan Agreement (as defined in the BIC2 Pref Share Terms), in the order of priority as to costs, interest, capital and payable other sums as of set out in such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; providedBIC2 Subordinated Loan Agreement; 18.2.6 sixth, that payment of such LOC Reimbursement Obligations shall only be made to the extent that any Distributable Cash remains after payment or retention of amounts in terms of the preceding sub-clauses of this clause 18.2, to offer to MTN an early exercise of the NVF Call Option pursuant to clause 15 specifying a Maximum NVF Reduction equal to the balance of the cash thus available and setting out a Longstop Date not less than 7 Business Days thereafter; 18.2.7 seventh, to the extent that any Distributable Cash remains after payment or retention of amounts in terms of the preceding sub-clauses of this clause 18.2, to pay or make reasonable provisions for any other third party liabilities or expenses which are or will become due and payable and such matters would not reasonably be expected to be funded out of future revenues of BIC2 to the extent not paid; and 18.2.8 eighth, to the extent that any Distributable Cash remains after payment or retention of amounts in terms of the preceding sub-clauses of this clause 18.2, and at BIC2's election and in its sole discretion but provided that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent financial covenant/s ([****]%measured immediately before and after the proposed dividend payment) of the Borrower’s Company Action Level Risk Based Capital after giving effect set by MTN in writing from time to such payment, or time in respect thereof is/are satisfied and (ii) an Approval has been received no Default or Potential Default exists, as defined in respect of Annexe C hereto, to apply all or a portion any part of such amounts towards payment if of a cash dividend to the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) holders of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”);BIC2 Ordinary Shares; and (h) Eighth18.2.9 ninth, to the extent not otherwise contemplated that any Distributable Cash remains after payment or retention of amounts in items Thirdterms of the preceding sub-clauses of this clause 18.2, Sixth or Seventh, for payments due to retain any remaining balance of the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Distributable Cash in the Cash Collateral BIC2 Collection Account, other thanpending its further application under this clause 18 at the next Relevant Date. 18.3 Where an amount is provided for, such amount may be retained in the BIC2 Collection Account (or placed in a separate payments reserve account) and earmarked for the avoidance of doubtrequired payment (and until such provision is utilised, any LOC Reimbursement Obligations; (ino longer required or otherwise released) Ninth, shall for the payment purposes of any amounts due and payable by the Borrower above priority of payments not be regarded as forming part of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;Distributable Cash.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and preference over any portion of any other governmental charges due and payable Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of monthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5 which may only be reimbursed out of payments and collections allocable to Note A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5, as applicable, and (ii) any servicing fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment related Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest servicing fees calculated at the Drawn Rate on all LOC Reimbursement Obligations; providedprimary servicing fee rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement or any applicable primary servicing agreement) to any Servicer, that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to, or payable to, such LOC Reimbursement Obligations shall only be made parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement. Any proceeds received from the Borrower upon sale of the occurrence of an Event of Default, including, without limitation, primary servicing rights with respect to the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments Mortgage Loan shall be made remitted, promptly upon receipt thereof, to the Note Holders on a Pro Rata and held in Pari Passu Basis. Any proceeds received by any Note Holder from the Cash Collateral Account, other than, sale of master servicing rights with respect to its Note shall be for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;its own account.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower and no portion of either Note shall apply all funds held in the Surplus Account on have priority or preference over any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate or otherwise available for payment on all LOC Reimbursement Obligations or with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are due and then due, payable by the Borrower to the Issuing Lender as of such date; or reimbursable (g) Seventh, to the extent not otherwise contemplated in item Third above, except for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent any reimbursements of P&I Advances previously made ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) Eighth, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;interest

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and other governmental charges due and payable preference over any portion of another Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-0, Xxxx X-0 or Note A-3 which may only be reimbursed out of payments and collections allocable to Note A-0, Xxxx X-0 or Note A-3, as applicable, (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment any Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), that payment of such LOC Reimbursement Obligations shall only be made with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent that provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee, the related Non-Lead Master Servicer or the related Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Penalty Charges allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect the case of all or a portion the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) EighthNote, to the extent not otherwise contemplated in items Thirdrelated Non-Lead Securitization Note Holder and (y) following the securitization of such Note, Sixth or Seventh, for payments due to the Issuing Lender from Master Servicer and/or the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except as otherwise provided for in Section 9.14Each Note shall be of equal priority, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”): (a) First, for the payment and no portion of any Taxes Note shall have priority or provisions for Taxes and preference over any portion of any other governmental charges due and payable Note or security therefor. All amounts tendered by the Mortgage Loan Borrower as of such date; (b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, or otherwise available for the payment of Cash on or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such or in connection with the Mortgage Loan or the Mortgaged Property or amounts drawnrealized as proceeds thereof, and whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (ii) after all such unpaid interest has been paid in fullother than proceeds, unpaid principal of all LOC Reimbursement Obligations with respect awards or settlements to such amounts drawn; (d) Fourth, for the payment of any amounts due and payable by the Borrower be applied to the Ceding Company under, and subject restoration or repair of the Mortgaged Property or released to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required Mortgage Loan Borrower in accordance with the terms of the Reinsurance AgreementMortgage Loan Documents); , but excluding (ex) Fifth, all amounts for the payment of any Third Party Expenses incurred directly required reserves or escrows required by the Borrower that are Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Property Advances then due and payable on such date; or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (fy) Sixth, for the payment of Utilization Fees all amounts that are then due, payable or reimbursable except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to Note A-0, Xxxx X-0 xr Note A-3 which may only be reimbursed out of payments and collections allocable to Note A-0, Xxxx X-0 xr Note A-3, as applicable and (ii) any Servicing Fees due and payable by the Borrower to the Issuing Lender as Master Servicer in excess of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment each Non-Lead Securitization Note’s pro rata share of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest Servicing Fees calculated at the Drawn Servicing Fee Rate on all LOC Reimbursement Obligations; providedapplicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer, that payment with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such LOC Reimbursement Obligations shall only be made parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Interest (to the extent that provided in the immediately following paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis. For clarification purposes, Default Interest (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Default Interest allocable to such paymentthe Lead Securitization Note, or be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) case of the Borrower’s Company Action Level Risk Based Capital after giving effect remaining amount of Default Interest allocable to such payment (the “Payment Restrictions”); (h) Eighthany Non-Lead Securitization Note, be paid to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to Master Servicer and/or the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held Special Servicer as additional servicing compensation as provided in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Lead Securitization Servicing Agreement;.

Priority of Payments. Except (A) On each Payment Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as otherwise provided for in no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth1.1(e), without duplicationincluding any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the following order amount of priority (Tax funds then required; third, to pay the “Priority Insurance Reserve, in the amount of Payments”): (a) Firstinsurance funds then required; fourth, for to Agent to pay interest then due and payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any Taxes other fees, costs, expenses, indemnities, expense reimbursements or provisions for Taxes other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other governmental charges Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable by on the Borrower as of such date; (b) SecondTerm Loans ratably; fourth, to prepay principal on the extent the Market Value of the assets held in the Regulatory Account is less than $250,000Term Loans, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value; (c) Thirdincluding any Applicable Prepayment Premium; fifth, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn; (d) Fourth, for the payment of any amounts other Obligation due and payable to Agent or any Lender by the Borrower Borrower; and sixth, any balance to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as of such date (including Borrower or any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement); (e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date; (f) Sixth, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date; (g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment (the “Payment Restrictions”); (h) Eighth, to the extent not otherwise contemplated in items Third, Sixth or Seventh, for payments due to the Issuing Lender from the Borrower upon the occurrence of an Event of Default, including, without limitation, the posting of collateral or acceleration of any outstanding amounts under the Letter of Credit, which payments shall be made to and held in the Cash Collateral Account, other than, for the avoidance of doubt, any LOC Reimbursement Obligations; (i) Ninth, for the payment of any amounts due and payable by the Borrower as of such date under the Tax Sharing Agreement or the Special Tax Allocation Agreement;Person legally entitled thereto.