Common use of Priority of Payments.Payments Prior to an Event of Default Clause in Contracts

Priority of Payments.Payments Prior to an Event of Default. (a) Subject to the application of Section 4, if no Triggering Event of Default, as determined by the Master Servicer or Special Servicer, as applicable, in accordance with Accepted Servicing Practices shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof whether received in the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any Foreclosed Property, 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 (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions) but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to reimbursement of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and (z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (or, solely as regards P&I Advances and Administrative Advances made thereby and interest thereon, reimbursable to any Non-Lead Master Servicer or Non-Lead Trustee with respect to the applicable Notes pursuant to the applicable Non-Lead Securitization Servicing Agreement) and any other additional compensation payable to any Servicer thereunder (including without limitation, any additional trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(e) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Work-out Fees, penalty charges (to the extent provided in Section 3(d)) (and including any P&I Advances (and interest thereon) or any Administrative Advances (and interest thereon) on the Notes, which shall be reimbursed in accordance with Section 2(b) hereof and the Lead Securitization Servicing Agreement), but excluding any Master Servicing Fees and Primary Servicing Fees, which such fees shall not be subject to the allocation provisions of this Section 3 but shall be payable in accordance with the Lead Securitization Servicing Agreement) shall be payable as follows: (i) first, to the holders of the Senior Trust Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Senior Trust Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (ii) second, to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note; (iii) third, to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Junior Note; (iv) fourth, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Senior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such Note; (v) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (i) through (iv) and, as a result of a Workout the Note Principal Balances of the Senior Notes have been reduced (to the extent such reductions were made in accordance with the Lead Securitization Servicing Agreement notwithstanding the provisions of Section 4 of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect of the Workout), such excess amount shall be paid to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, of the aggregate Note Principal Balance of the Senior Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (vi) sixth, to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Junior Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (vii) seventh, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Junior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such Note; (viii) eighth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (i) through (vii) and, as a result of a Workout the Note Principal Balances of the Junior Notes have been reduced, such excess amount shall be paid to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, of the aggregate Note Principal Balance of the Junior Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (ix) ninth, to the Note Holders, pro rata, based on their respective Percentage Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower; (x) tenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for Advance Interest, to pay any additional servicing expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such fees or expenses, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note Holders, pro rata, based on their respective Percentage Interests; and (xi) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i) through (x), any remaining amount shall be paid pro rata to the Note Holders in accordance with their respective Percentage Interests; provided, that to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted or required by the REMIC Provisions.

Priority of Payments.Payments Prior to an Event of Default. (a) Subject to the application of Section 4, if no Triggering Event of Default, as determined by the Master Servicer or Special Servicer, as applicable, in accordance with Accepted Servicing Practices shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof whether received in the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any Foreclosed Property, 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 (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions) but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to reimbursement of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and (z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (or, solely as regards P&I Advances and Administrative Advances made thereby and interest thereon, reimbursable to any Non-Lead Master Servicer or Non-Lead Trustee with respect to the applicable Notes pursuant to the applicable Non-Lead Securitization Servicing Agreement) and any other additional compensation payable to any Servicer thereunder (including without limitation, any additional trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(e) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Work-out Fees, penalty charges (to the extent provided in Section 3(d)) (and including any P&I Advances (and interest thereon) or any Administrative Advances (and interest thereon) on the Notes, which shall be reimbursed in accordance with Section 2(b) hereof and the Lead Securitization Servicing Agreement), but excluding any Master Servicing Fees and Primary Servicing Fees, which such fees shall not be subject to the allocation provisions of this Section 3 but shall be payable in accordance with the Lead Securitization Servicing Agreement) shall be payable as follows: (i) first, to the holders of the Senior Trust Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Senior Trust Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (ii) second, to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note; (iii) third, to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Junior Note; (iv) fourth, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Senior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such its respective Senior Note; (v) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (i) through (iv) and, as a result of a Workout the Note Principal Balances of the Senior Notes have been reduced (to the extent such reductions were made in accordance with the Lead Securitization Servicing Agreement notwithstanding the provisions of Section 4 of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect of the Workout), such excess amount shall be paid to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, of the aggregate Note Principal Balance of the Senior Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (vi) sixth, to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Junior Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (vii) seventh, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Junior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such its respective Junior Note; (viii) eighth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (i) through (vii) and, as a result of a Workout the Note Principal Balances of the Junior Notes have been reduced, such excess amount shall be paid to the holders of the Junior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, of the aggregate Note Principal Balance of the Junior Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (ix) ninth, to the Note Holders, pro rata, based on their respective Percentage Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower; (x) tenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for Advance Interest, to pay any additional servicing expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such fees or expenses, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note Holders, pro rata, based on their respective Percentage Interests; and (xi) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (i) through (x), any remaining amount shall be paid pro rata to the Note Holders in accordance with their respective Percentage Interests; provided, that to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted or required by the REMIC Provisions.

Priority of Payments.Payments Prior to an Event of Default. (a) Subject to the application of Section 4, if no Triggering Event of Default, as determined by the Master Servicer or Special Servicer, as applicable, in accordance with Accepted Servicing Practices shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof whether received in the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any Foreclosed Property, 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 (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions) but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to reimbursement of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and (z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (or, solely as regards P&I Advances and Administrative Advances made thereby and interest thereon, reimbursable to any Non-Lead Master Servicer or Non-Lead Trustee with respect to the applicable Notes pursuant to the applicable Non-Lead Securitization Servicing Agreement) and any other additional compensation payable to any Servicer it thereunder (including without limitation, any additional trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(e) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Work-out Fees, penalty charges (to the extent provided in Section 3(dthe immediately following paragraph), but excluding (i) (and including any P&I Advances (and interest thereon) or any Administrative Advances (and interest thereon) on the Lead Securitization Notes, which shall be reimbursed in accordance with Section 2(b) hereof hereof, and the Lead Securitization Servicing Agreement), but excluding (ii) any Master Servicing Fees and Primary Servicing Fees, which such fees shall not be subject to the allocation provisions of this Section 3 but shall be payable in accordance with the Lead Securitization Servicing Agreement) shall be payable as follows: (ia) first, to the holders of the Senior Trust Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Senior Trust Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (iib) second, to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis, pro rata based on their respective interest entitlements, in to each case Note Holder in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note; (iiic) third, (A) with respect to any payment made prior to, and after the termination of, a Cross Over Period, first, to the holders of the Junior Group 1 Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Junior Note; (iv) fourth, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Senior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance Balances of such NoteNotes, and second, to the holders of the Group 2 Notes on a Pro Rata and Pari Passu Basis, in an amount equal to their respective principal entitlement with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balances of such Notes; and (B) with respect to any payment made during a Cross Over Period, to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis, in an amount equal to their respective principal entitlement of the Senior Notes with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balances of such Notes; (vd) fifthfourth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (ia) through (ivc) and, as a result of a Workout the Note Principal Balances of the Senior Notes have been reduced (to the extent such reductions were made in accordance with the Lead Securitization Servicing Agreement notwithstanding the provisions of Section 4 of this Agreement by reason of the insufficiency of the Junior Note Notes to bear the full economic effect of the Workout), such excess amount shall be paid to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, reduction of the aggregate Note Principal Balance of the Senior Notes as a result of such Workout, and (y) second, in an amount equal to plus interest on the such amount described in clause (x) at the Mortgage Loan Interest Rate; (vie) sixthfifth, to the holders of the Junior Group 3 Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Junior Group 3 Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (viif) seventhsixth, pro rata based to the holders of the Group 3 Notes on the Note Principal Balances of their respective Notesa Pro Rata and Pari Passu Basis, to each holder of a Junior Group 3 Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance Balances of such NoteNotes; (viiig) eighthseventh, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (ia) through (viif) and, as a result of a Workout the Note Principal Balances of the Junior Group 3 Notes have been reduced, such excess amount shall be paid to the holders of the Junior Group 3 Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, reduction of the aggregate Note Principal Balance of the Junior Group 3 Notes as a result of such Workout, and (y) second, in an amount equal to plus interest on the such amount described in clause (x) at the Mortgage Loan Interest Rate; (ixh) nintheighth, to the Note Holdersholders, pro rata, based on their respective Percentage Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower; (xi) tenthninth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for Advance Interest, to pay any additional servicing expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such fees or expenses, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note Holdersholders, pro rata, based on their respective Percentage Interests; and (xij) eleventhtenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (ia) through (xi), any remaining amount shall be paid pro rata to the Note Holders holders in accordance with their respective Percentage Interests; provided, that that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted or required by the REMIC Provisions.

Priority of Payments.Payments Prior to an Event of Default. (a) Subject to the application of Section 4, if no Triggering Event of Default, as determined by the Master Servicer or Special Servicer, as applicable, in accordance with Accepted Servicing Practices shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof whether received in the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any Foreclosed Property, 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 (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions) but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to reimbursement of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and (z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (or, solely as regards P&I Advances and Administrative Advances made thereby and interest thereon, reimbursable to any Non-Lead Master Servicer or Non-Lead Trustee with respect to the applicable Notes pursuant to the applicable Non-Lead Securitization Servicing Agreement) and any other additional compensation payable to any Servicer it thereunder (including without limitation, any additional trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(e) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Work-out Fees, penalty charges (to the extent provided in Section 3(d)the immediately following paragraph) (and including any P&I Advances (and interest thereon) or any Administrative Advances (and interest thereon) on the Lead Securitization Notes, which shall be reimbursed in accordance with Section 2(b) hereof and the Lead Securitization Servicing Agreementhereof), but excluding any Master Servicing Fees and Primary Servicing Fees, which such fees shall not be subject to the allocation provisions of this Section 3 but shall be payable in accordance with the Lead Securitization Servicing Agreement) shall be payable as follows: (ia) first, to the holders of the Senior Trust Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such holders of the Senior Trust Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (iib) second, to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note; (iiic) third, to the holders holder of the Junior Notes on a Pro Rata and Pari Passu BasisNote, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such the Junior Note; (ivd) fourth, pro rata based on the Note Principal Balances of their respective Notes, to each holder of a Senior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such Note; (ve) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (ia) through (ivd) and, as a result of a Workout the Note Principal Balances of the Senior Notes have been reduced (to the extent such reductions were made in accordance with the Lead Securitization Servicing Agreement notwithstanding the provisions of Section 4 of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect of the Workout), such excess amount shall be paid to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount up to the reduction, if any, reduction of the aggregate Note Principal Balance of the Senior Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (vif) sixth, to the holders holder of the Junior Notes on a Pro Rata and Pari Passu Basis Note up to the amount of any unreimbursed costs and expenses paid by such holders the holder of the Junior Notes Note (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement; (viig) seventh, pro rata based on to the Note Principal Balances of their respective Notes, to each holder of a the Junior Note in an amount equal to its respective principal entitlement allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction of the Note Principal Balance of such Note; (viiih) eighth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (ia) through (viig) and, as a result of a Workout the Note Principal Balances Balance of the Junior Notes have Note has been reduced, such excess amount shall be paid to the holders holder of the Junior Notes on a Pro Rata and Pari Passu Basis Note (x) first, in an amount up to the reduction, if any, reduction of the aggregate Note Principal Balance of the Junior Notes Note as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate; (ixi) ninth, to the Note Holders, pro rata, based on their respective Percentage Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower; (xj) tenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for Advance Interest, to pay any additional servicing expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such fees or expenses, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note Holdersholders of Notes, pro rata, based on their respective Percentage Interests; and (xik) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (ia) through (xj), any remaining amount shall be paid pro rata to the Note Holders in accordance with their respective Percentage Interests; provided, that to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted or required by the REMIC Provisions.