Common use of Certain Calculations in Respect of the Mortgage Loan Clause in Contracts

Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall be applied to amounts due and owing under the Mortgage Loan Documents (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be applied: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess, if any, of (i) accrued and unpaid interest on the respective Interest Rates (without giving effect to any increase in any such Interest Rates required under the Mortgage Loan Agreement as a result of a default under the Mortgage Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Interest Payment from or on the behalf of the Borrower Related Parties, for the related Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates); fourth, as a recovery of principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Notes and Companion Loan Notes; and (ii) second, pro rata, to the reduction of the outstanding principal balance of the Junior Trust Notes, in each case based on the relative principal balances of such Notes; fifth, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Loan; ninth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; tenth, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and eleventh, as a recovery of any remaining principal of the Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of the Property or any partial release of the Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement. In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Non-Retained Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective unpaid principal amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.

Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall be applied shall, to amounts due and owing under the extent not inconsistent with the Mortgage Loan Documents (includingas modified by the Co-Lender Agreement to establish prioritization among the Notes), without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be appliedapplied in the following order of priority: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, to make payments of interest, principal and reimbursements of any other costs, expenses and losses on the Trust Notes and the Companion Loan Notes in the amounts and order of priority provided in the Co-Lender Agreement; provided, that for purposes of determining distributions on the Trust Interests any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds on the Mortgage Loan or Properties that would be so allocated as interest and principal on the Trust Notes will be applied to the Trust Notes in the following amounts and order: (i) as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Companion Loan Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust C Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess, if any, of (i1) accrued and unpaid interest on at the respective Initial Interest Rates (net of the Administrative Fee Rate) (without giving effect to any increase in any such Interest Rates interest rates required under the Mortgage Loan Agreement as a result of a default under the Mortgage Trust Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Interest Debt Service Payment Amount from or on the behalf of the Borrower Related Parties, for the related Mortgage Loan Interest Accrual Period), over (ii2) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to subclause (iii) of this clause fifth third below on earlier dates); fourth, (ii) as a recovery of principal of the Mortgage Trust Loan then due and owing, including by reason of acceleration of the Mortgage Trust Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balancebalance (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto)), with any such recovery of principal to be applied, in the following order: (i1) first, pro rata, to the reduction of the outstanding principal balance balances of the Senior Trust A Notes (exclusive of any portion thereof that represents Accrued and Companion Loan Notes; and (ii) second, pro rata, to the reduction of the outstanding principal balance of the Junior Trust NotesDeferred Principal added thereto), in each case based on the relative principal balances of such Notes; fifth(2) second, pro rata, to the reduction of the outstanding principal balances of the Trust B Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes; and (3) third, pro rata, to the reduction of the outstanding principal balances of the Trust C Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes; (iii) as a recovery of accrued and unpaid interest interest, first, on the Senior Trust Notes and A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Companion Loan Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust C Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Trust Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth subclause (iii) on earlier dates); sixthand (iv) otherwise as contemplated by the Co-Lender Agreement; fourth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventhfifth, as a recovery of any other reserves to the extent then required to be held in escrow; eighthsixth, to any Yield Maintenance Premiums due with respect to the Trust Notes and the Companion Loan Notes, in the amounts and order of priority contemplated by the Co-Lender Agreement; seventh, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Mortgage Loan; nintheighth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; tenthninth, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and eleventhtenth, as a recovery of any remaining principal of the Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of either of the Property Properties or any partial release of either of the Property Properties (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement. In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Trust Loan will be deemed applied (for purposes of making distributions on the CertificatesTrust Interests) as though such work-out did not occur, with the payment terms of the Mortgage Trust Loan and each related Trust Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates Trust Interests and allocating Realized Losses to the Non-Retained Principal Balance CertificatesCertificates and the Combined VRR Interest) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall be borne, first, borne by the Junior Trust respective Notes (on in a pro rata basis based on their respective unpaid principal amounts), and then, by manner consistent with the Senior Trust Notes and payment priorities set forth in the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.Co-Lender Agreement. 76

Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust and the Senior Pari Passu Companion Loan Holders in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related PartiesBorrower, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or any Repurchase Price repair of the Property or indemnity payments as contemplated by Section 2.9 to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Mortgage Loan Documents and the Co-Lender Agreement (including, without limitation, including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be applied: applied towards the following amounts, due and owing under the terms of the Loan Documents, in the following order of priority (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower shall not impact the order of application of funds on deposit in the Collection Account to the parties to this Agreement, and withdrawals of funds from the Collection Account will be governed by the provisions of this Agreement regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon on such Advances and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon on Nonrecoverable Advances (including Companion Loan Advances and interest on Companion Loan Advances) to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest firston each Note that has not been the subject of a Monthly Payment Advance, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess, if any, excess of (i) accrued and unpaid interest on each outstanding Note at the respective applicable Note Interest Rates Rate (without giving effect to any increase in any such Note Interest Rates Rate required under the Mortgage Loan Agreement as a result of a default under the Mortgage Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, as applicable (or, in the case of a full Monthly Interest Payment from or on the behalf Borrower, through the end of the Borrower Related Parties, for the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for and the Mortgage Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes and the Senior Pari Passu Non-Trust Notes and then to the Trust B Notes, in that order); fourth, as a recovery of principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default default thereunder (or, following if the occurrence of a Liquidation EventMortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal to be applied, in the following order: (i) first, pro rata, first to the reduction of Trust A Notes and the Senior Pari Passu Non-Trust Notes (to reduce the outstanding principal balance of the Trust A Notes and the Senior Pari Passu Non-Trust Notes and Companion Loan Notes; and (ii) secondon a pro rata basis), pro rata, then to the reduction of Trust B Notes (to reduce the outstanding principal balance of the Junior Trust B Notes), in each case based on the relative until their respective principal balances of such Noteshave been reduced to zero; fifth, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Mortgage Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage and Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes and the Senior Pari Passu Non-Trust Notes (on a pro rata basis) and then to the Trust B Notes, in that order); sixth, as a recovery an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh, as a recovery an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees, defeasance fees, Modification Fees, consent fees and Modification Fees similar fees then due and owing under the Trust Mortgage Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; tenthand eleventh, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and eleventh, as a recovery of any remaining principal in respect of the Mortgage Loan to the extent of its entire remaining unpaid principal balanceLoan; provided, provided that, to the extent required under the REMIC ProvisionsProvisions to preserve the Trust’s status as a REMIC or otherwise prevent the imposition of any tax thereon, if any payments payment or proceeds are received with respect to any partial release of the Property or any partial release portion of the Property (including following a condemnation) and if, immediately following such release, at a time when the loan-to-value ratio of the Trust Mortgage Loan exceeds 125% (excluding based solely upon the value of the remaining real property and excluding any personal property and or going concern value, if any) exceeds 125%, then such payments or proceeds shall must be allocated applied to reduce the principal balance of the Trust Mortgage Loan in the manner permitted by such the REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement. In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Non-Retained Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective unpaid principal amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.

Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall be applied to amounts due and owing under the Mortgage Loan Documents (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be applied: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund ExpensesExpenses (including Special Servicing Fees, Liquidation Fees and Work-out Fees previously paid by the Trust from general collections); second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan, to the extent not paid pursuant to clause first above; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes Note and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, then on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amountsNote, in that order, in each case to the extent of the excess, if any, of (i) accrued and unpaid interest on at the respective Interest Rates (without giving effect to any increase in any such Interest Rates required under the Mortgage Loan Agreement as a result of a default under the Mortgage LoanDefault Rate) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Interest Debt Service Payment from or on the behalf of the Borrower Related Parties, for the related Mortgage Loan Interest Accrual Period), over (ii) the sum of (x) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts and (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related Monthly Interest Payment Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such Monthly Interest Payment Advance from being made) would not have been advanced because of the reductions in the amount of the related Monthly Interest Payment Advances for the Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates); fourth, as a recovery of principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or, following if the occurrence of a Liquidation EventMortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), ) with any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Notes Note and Companion Loan Notes; and (ii) second, pro rata, to the reduction of the outstanding principal balance of the Junior Trust NotesNote, in each case based on the relative principal balances of such Notes; fifth, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes Note and on the Companion Loan Notes, on a pro rata rata, basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based on their respective unpaid principal amountsNote, in that order, in each case case, to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such Monthly Interest Payment Advances not having been made as a result of a determination that such Monthly Interest Payment Advances would have been Nonrecoverable Advances (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Mortgage Loan; ninth, as a recovery of any Yield Maintenance Premium then due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; tenthand eleventh, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and eleventh, as a recovery of any remaining principal of the Mortgage Loan to the extent of its entire remaining unpaid principal balanceLoan; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of the Property or any partial release of the Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement. In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Non-Vertically Retained Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall is required to be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective unpaid principal amounts)Note, and then, by the Senior Trust Notes Note and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.

Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall be applied to amounts due and owing under the Mortgage Loan Documents (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be applied: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess, if any, of (i) accrued and unpaid interest on the respective Interest Rates (without giving effect to any increase in any such Interest Rates required under the Mortgage Loan Agreement as a result of a default under the Mortgage Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Interest Payment from or on the behalf of the Borrower Related Parties, for the related Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates); fourth, as a recovery of principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Notes and Companion Loan Notes; and (ii) second, pro rata, to the reduction of the outstanding principal balance of the Junior Trust Notes, in each case based on the relative principal balances of such Notes; fifth, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Loan; ninth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; tenth, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and eleventh, as a recovery of any remaining principal of the Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of the Property or any partial release of the Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement. In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Non-Retained Principal Balance CertificatesCertificates and the Combined VRR Interest) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective unpaid principal amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.