Common use of Subordination of the B Notes; Payments Prior to a Sequential Pay Event Clause in Contracts

Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B Holder to receive payments of interest, principal and other amounts with respect to its respective B Note shall at all times be junior, subject and subordinate to the Senior Notes and the right of each Senior Note Holder to receive payments of interest, principal and other amounts with respect to its related Senior Note as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation 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, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage Loan (including any Penalty Changes) pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder (or its designee) and distributed by the Servicer (on its behalf) for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Note Holders, pro rata, in an amount equal to the accrued and unpaid interest on the Principal Balance of the applicable Senior Note at the Net Senior Note Rate; (b) second, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis in an amount equal to their respective Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; (c) third, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such Senior Note Holders including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, to each of the Senior Note Holders, on a pro rata basis, in an amount equal to the Penalty Charges received, if any; (f) sixth, to the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments; (g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 Rate, respectively; (h) eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; (i) ninth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the reduction, if any, of the Principal Balance of Note B-1 or Note B-2, as applicable, as a result of such Workout, plus interest on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable; (k) eleventh, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges received, if any; (l) twelfth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their respective Percentage Interests; and (m) thirteenth, 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 (a)-(l), any remaining amount shall be paid pro rata to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.

Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B Holder to receive payments of interest, principal and other amounts with respect to its respective B Note shall at all times be junior, subject and subordinate to the Senior A Notes and the right of each Senior the Note Holder A Holders to receive payments of interest, principal and other amounts with respect to its related Senior the applicable A Note as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation 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, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this the Mortgage Loan (including any Penalty ChangesCharges) pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder Lead Securitization Noteholder (or its designee) and distributed by the Servicer (on its behalf) for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Note A Holders, pro rata, in an amount equal to the accrued and unpaid interest on the applicable Note A Principal Balance of the applicable Senior Note at the related Net Senior Note A Rate; (b) second, to each of the Senior Note Holders A Holders, on a Pro Rata and Pari Passu Basis Basis, in an amount equal to their respective the sum of (x) all scheduled payments received, if any, with respect to such Monthly Payment Date with respect to the A Notes, (y) an amount equal to the Percentage Interests Interest of such Note multiplied by any voluntary principal payments prepayments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan and (z) any mandatory principal prepayments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; (c) third, to each of the Senior Note Holders A Holders, pro rata, based on a Pro Rata and Pari Passu Basis their outstanding Principal Balances, up to the amount of any unreimbursed costs and expenses paid by such Senior the Note A Holders including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Note A Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Note A Relative Spread Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to each be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout, the Senior Note A Principal Balance has been reduced, such excess amount shall be paid to the Note A Holders, on a pro rata basisPro Rata and Pari Passu Basis, in an amount up to the reduction, if any, of the Note A Principal Balance as a result of such Workout, plus interest on such amount at the related Note A Rate; (f) sixth, to the Note A Holders, on a Pro Rata and Pari Passu Basis, in an amount equal to the Penalty Charges received, if any; (fg) sixthseventh, to the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments; (gh) seventheighth, to the Note B-1 Holder B Holders, on a Pro Rata and the Note B-2 Holder, pro rataPari Passu Basis, in an amount equal to the accrued and unpaid interest on the applicable Note B Principal Balance of Note B-1 at the related Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 B Rate, respectively; (hi) eighthninth, to the Note B-1 Holder and the Note B-2 Holder B Holders on a Pro Rata and Pari Passu Basis Basis, in an amount equal to their respective Percentage Interests the sum of principal (x) all scheduled payments received, if any, with respect to such Monthly Payment Date with respect to the B Notes, (y) an amount equal to the Percentage Interest of such Note multiplied by any voluntary principal prepayments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage LoanLoan and (z) after the Principal Balances of the A Notes have been reduced to zero, any mandatory principal prepayments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan remaining, until their Principal Balances have been reduced to zero; (ij) ninthtenth, to the Note B-1 Holder and the Note B-2 Holder B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (jk) tentheleventh, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ia)-(j) and, as a result of a Workout Workout, the Principal Balance of Note B-1 and/or Note B-2 B has been reduced, such excess amount shall be paid to the applicable Note B Holder Holders, on a Pro Rata and Pari Passu Basis, in an amount up to the reduction, if any, of the Note B Principal Balance of Note B-1 or Note B-2, as applicable, as a result of such Workout, plus interest on such amount at the related Note B-1 Rate or Note B-2 B Rate, as applicable; (kl) eleventhtwelfth, to the Note B-1 Holder and the Note B-2 HolderB Holders, on a pro rata basisPro Rata and Pari Passu Basis, in an amount equal to the Penalty Charges received, if any; (lm) twelfththirteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Note Holder, the Note B-1 Holder and the Note B-2 HolderNoteholders, pro rata, based on their respective Percentage Interests; and (mn) thirteenthfourteenth, 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 (a)-(la)-(m), any remaining amount shall be paid pro rata to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder Noteholders in accordance with their respective Percentage Interests.

Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each B Note and the right of each Note B Holder to receive payments of interest, principal and other amounts with respect to its respective B Note shall at all times be junior, subject and subordinate to the Senior Notes Note A-1 and Note A-2 and the right of each Senior the Note A-1 Holder and the Note A-2 Holder to receive payments of interest, principal and other amounts with respect to its related Senior Note A-1 and Note A-2 as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation 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, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage Loan (including any Penalty Changes) pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder (or its designee) and distributed by the Servicer (on its behalf) for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Note HoldersA-1 Holder and the Note A-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance of the applicable Senior Note at the Net Senior Note A-1 Rate and on the Note A-2 Principal Balance at the Net Note A-2 Rate, respectively; (b) second, to each of the Senior Note Holders A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; (c) third, to each of the Senior Note Holders A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid by such Senior Note Holders A-1 Holder and/or such Note A-2 Holder including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Note Holders A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Note A-1 Relative Spread or Note A-2 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, to each of the Senior Note HoldersA-1 Holder and the Note A-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges received, if any; (f) sixth, to the extent a Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments; (g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Note B-2 Principal Balance of Note B-2 at the Net Note B-2 Rate, respectively; (h) eighth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective Percentage Interests of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; (i) ninth, to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the applicable Note B-1 Relative Spread or Note B-2 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B-1 and/or Note B-2 has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the reduction, if any, of the Note B-1 Principal Balance of Note B-1 or Note B-2B-2 Principal Balance, as applicable, as a result of such Workout, plus interest on such amount at the related Note B-1 Rate or Note B-2 Rate, as applicable; (k) eleventh, to the Note B-1 Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges received, if any; (l) twelfth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their respective Percentage Interests; and (m) thirteenth, 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 (a)-(l), any remaining amount shall be paid pro rata to each Senior the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder in accordance with their respective Percentage Interests.

Subordination of the B Notes; Payments Prior to a Sequential Pay Event. Each The B Note and the right of each the Note B Holder to receive payments of interest, principal and other amounts with respect to its respective the B Note shall at all times be junior, subject and subordinate to the Senior Notes Note A and the right of each Senior the Note A Holder to receive payments of interest, principal and other amounts with respect to its related Senior Note A as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation 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, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage Loan (including any Penalty Changes) pursuant to the Servicing Agreement, shall be applied by the Note A-1 A Holder (or its designee) and distributed by the Servicer (on its behalf) for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to each of the Senior Note Holders, pro rata, A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance of the applicable Senior Note at the Net Senior Note A Rate; (b) second, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis A Holder in an amount equal to their respective its pro rata share (based on its Percentage Interests Interest) of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their its Principal Balances have Balance has been reduced to zero; (c) third, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis A Holder up to the amount of any unreimbursed costs and expenses paid by such Senior Note Holders A Holder (including any Recovered Costs Costs) not previously reimbursed to such Noteholder (or paid or advanced by any servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (d) fourth, to each of the Senior Note Holders on a Pro Rata and Pari Passu Basis A Holder in an amount equal to the product of (i) the Note A Percentage Interest of such Note multiplied by Interest, (ii) the applicable Note A Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (e) fifth, to each of the Senior Note Holders, on a pro rata basis, A Holder in an amount equal to the Penalty Charges receivedreceived with respect to Note A, if any; (f) sixth, to the extent a the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such the Note B Holder on a Pro Rata and Pari Passu Basis for all such cure payments; (g) seventh, to the Note B-1 B Holder and the Note B-2 Holder, pro rata, in an amount equal to the accrued and unpaid interest on the Note B Principal Balance of Note B-1 at the Net Note B-1 Rate and on the Principal Balance of Note B-2 at the Net Note B-2 B Rate, respectively; (h) eighth, to the Note B-1 B Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to their respective its pro rata share (based on its Percentage Interests Interest) of principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until their its Principal Balances have Balance has been reduced to zero; (i) ninth, to the Note B-1 B Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the product of (i) the Note B Percentage Interest of such Note multiplied by Interest, (ii) the applicable Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B-1 and/or Note B-2 B has been reduced, such excess amount shall be paid to the applicable Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance of Note B-1 or Note B-2, as applicable, as a result of such Workout, plus interest on such amount at the related Note B-1 Rate or Note B-2 B Rate, as applicable; (k) eleventh, to the Note B-1 B Holder and the Note B-2 Holder, on a pro rata basis, in an amount equal to the Penalty Charges receivedreceived with respect to Note B, if any; (l) twelfth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case, provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to each Senior Note Holder, the Note B-1 Holder and the Note B-2 Holder, pro rata, based on their respective Percentage Interests; and (m) thirteenth, 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 (a)-(la)-(k), any remaining amount shall be paid pro rata to each Senior Note Holder, the Note B-1 A Holder and the Note B-2 B Holder in accordance with their respective initial principal Percentage Interests.