Common use of Subordination of the B Notes Payments Clause in Contracts

Subordination of the B Notes Payments. (a) The B Notes and the rights of the Note B Holders to receive payments of interest, principal and other amounts with respect to any such B Note shall at all times be junior, subject and subordinate to the A Notes and the rights of the Note A Holders to receive payments of interest, principal and other amounts with respect to the A Notes as and to the extent set forth herein. (b) All amounts tendered by the Borrowers or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the 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 or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Property or released to the 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 Master Servicer or the Trustee under the Servicing Agreement, (y) all amounts that are then due, payable or reimbursable to any Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer with respect to the Mortgage Loan pursuant to the Servicing Agreement, in each case solely to the extent payments and other collections received with respect to the Mortgage Loan and/or the Property are allocated to such amounts pursuant to the Servicing Agreement (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees, asset representations reviewer fees, and principal and interest Advances, all of which shall be payable to such party from collections allocable to the respective Noteholders in respect of which such fees accrued or such Advances were made, in each case out of distributions made in respect of each such Note, respectively (or, as and to the extent provided in the Servicing Agreement, out of Default Interest and late payment charges collected on the Mortgage Loan), and excluding interest on principal and interest Advances which are reimbursable pursuant to Section 3(c) below), and (z) Default Interest and late payment charges which are to be applied in accordance with the Servicing Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (i) first, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related A Note at the applicable Net Interest Rate; (ii) second, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related B Note at the applicable Net Interest Rate; (iii) third, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the A Notes, (i) at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal Balance for each A Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is continuing, all remaining funds, if any, until the Principal Balance for each A Note has been reduced to zero; (iv) fourth, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the B Notes, (i) at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal Balance for each B Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is continuing, all remaining funds, if any, until the Principal Balance for each B Note has been reduced to zero; (v) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required to be applied in accordance with the foregoing clauses (i)-(iv) and, as a result of a Workout the Principal Balances for the A Notes have been reduced, such excess amount shall be paid to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to the reduction, if any, of the Principal Balance for the related A Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate; (vi) sixth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required to be applied in accordance with the foregoing clauses (i)-(v) and, as a result of a Workout the Principal Balances for the B Notes have been reduced, such excess amount shall be paid to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to the reduction, if any, of the Principal Balance for the related B Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate; (vii) seventh, to the Note A Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to all Yield Maintenance Premiums allocated to the related A Note in accordance with the Mortgage Loan Agreement; (viii) eighth, to the Note B Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to all Yield Maintenance Premiums allocated to the related B Note in accordance with the Mortgage Loan Agreement; (ix) ninth, to the extent assumption or transfer fees actually paid by the 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 Borrower, shall be paid to the Note A Holders (as between them, pro rata, based on their respective Percentage Interests) and the Note B Holders (as between them, pro rata, based on their respective Percentage Interests), pro rata according to their initial Principal Balances; and (x) tenth, 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)-(ix), any remaining amount shall be paid to the Note A Holders (as between them, pro rata, based on their respective Percentage Interests) and the Note B Holders (as between them, pro rata, based on their respective Percentage Interests), pro rata according to their initial Principal Balances. (c) All payments of principal on the Notes shall be made in Sequential Order. All expenses and losses relating to the Mortgage Loan and the Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Cumulative Appraisal Reduction Amounts and certain other trust expenses, shall be allocated to the Notes in Reverse Sequential Order. Notwithstanding anything to the contrary herein, if an Advance of principal or interest is made with respect to any Note, then Advance Interest Amounts thereon shall only be reimbursed (x) from Default Interest and late payment charges collected on the Mortgage Loan, as and to the extent provided in the Servicing Agreement, (y) from amounts paid by the Borrower to cover such Advance Interest Amounts, and (z) otherwise (i) in the case of the A Notes, first, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the Note B Holders, and second, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the holder of such Note as to which the Advance of principal or interest was made, and (ii) in the case of the B Notes, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the holders of such Note as to which the Advance of principal or interest was made.

Subordination of the B Notes Payments. (a) The B Notes and the rights of the Note B Holders to receive payments of interest, principal and other amounts with respect to any such B Note shall at all times be junior, subject and subordinate to the A Notes and the rights of the Note A Holders to receive payments of interest, principal and other amounts with respect to the A Notes as and to the extent set forth herein. (b) All amounts tendered by the Borrowers or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the 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 or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Property or released to the 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 Master Servicer or the Trustee under the Servicing Agreement, (y) all amounts that are then due, payable or reimbursable to any Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer with respect to the Mortgage Loan pursuant to the Servicing Agreement, in each case solely to the extent payments and other collections received with respect to the Mortgage Loan and/or the Property are allocated to such amounts pursuant to Section 1.02 of the Servicing Agreement (excluding master servicing fees, trustee fees, certificate administrator fees, operating advisor fees, asset representations reviewer fees, and principal and interest Advances, all of which shall be payable to such party from collections allocable to the respective Noteholders in respect of which such fees accrued or such Advances were made, in each case out of distributions made in respect of each such Note, respectively (or, as and to the extent provided in the Servicing Agreement, out of Default Interest and late payment charges collected on the Mortgage Loan), and excluding interest on principal and interest Advances which are reimbursable pursuant to Section 3(c) below), and (z) Default Interest and late payment charges which are is to be applied in accordance with the Servicing Agreement, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (i) first, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related A Note at the applicable Net Interest Rate; (ii) second, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related B Note at the applicable Net Interest Rate; (iii) third, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the A Notes, (i) at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal Balance for each A Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is continuing, all remaining funds, if any, until the Principal Balance for each A Note has been reduced to zero; (iv) fourth, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the B Notes, (i) at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the remaining principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal Balance for each B Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is continuing, all remaining funds, if any, until the Principal Balance for each B Note has been reduced to zero; (v) fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required to be applied in accordance with the foregoing clauses (i)-(iv) and, as a result of a Workout the Principal Balances for the A Notes have been reduced, such excess amount shall be paid to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to the reduction, if any, of the Principal Balance for the related A Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate; (vi) sixth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required to be applied in accordance with the foregoing clauses (i)-(v) and, as a result of a Workout the Principal Balances for the B Notes have been reduced, such excess amount shall be paid to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to the reduction, if any, of the Principal Balance for the related B Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate; (vii) seventh, to the Note A Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note A Holder, an amount equal to all Yield Maintenance Premiums allocated to the related A Note in accordance with the Mortgage Loan Agreement; (viii) eighth, to the Note B Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of each Note B Holder, an amount equal to all Yield Maintenance Premiums allocated to the related B Note in accordance with the Mortgage Loan Agreement; (ix) ninth, to the extent assumption or transfer fees actually paid by the 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 Borrower, shall be paid to the Note A Holders (as between themHolders, pro rata, based on their respective Percentage Interests) , and the Note B Holders (as between themHolders, pro rata, based on their respective Percentage Interests), pro rata according to their initial Principal Balances; and (x) tenth, 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)-(ix), any remaining amount shall be paid to the Note A Holders (as between themHolders, pro rata, based on their respective Percentage Interests) , and the Note B Holders (as between themHolders, pro rata, based on their respective Percentage Interests), pro rata according to their initial Principal Balances. (c) All payments of principal on the Notes shall be made in Sequential Order. All expenses and losses relating to the Mortgage Loan and the Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Cumulative Appraisal Reduction Amounts and certain other trust expenses, shall be allocated to the Notes in Reverse Sequential Order. Notwithstanding anything to the contrary herein, if an Advance of principal or interest is made with respect to any Note, then Advance Interest Amounts thereon shall only be reimbursed (x) from Default Interest and late payment charges collected on the Mortgage Loan, as and to the extent provided in the Servicing Agreement, (y) from amounts paid by the Borrower to cover such Advance Interest Amounts, and (z) otherwise (i) in the case of the A Notes, first, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the Note B Holders, and second, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the holder of such Note as to which the Advance of principal or interest was made, and (ii) in the case of the B Notes, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the holders of such Note as to which the Advance of principal or interest was made.