Common use of Workout Clause in Contracts

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, preserve the Sequential Order of payment of the Notes as set forth hereinNotes, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the Note Rate and any other amounts due to each the Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of principal and interest on the Notes as set forth herein, and all payments to in the Note A Holders pursuant to Section 3 shall be made Mortgage Loan Agreement in effect as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereofof this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B E Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note E Holder, as applicable), and then, by the Note D Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note D Holder, as applicable), then, by the Note C Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note C Holder, as applicable), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) ), and then, by the Note B Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to if the terms and conditions Special Servicer (on behalf of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, Holders) in connection with a workout or proposed workout of the Mortgage Loan, Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on any Note is such Mortgage Loan are reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Mortgage Loan Interest Rate or increase in scheduled amortization payments) is made to any of the payment terms of the Mortgage LoanLoan (each, such modification shall not altera “Workout”), and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders of the Senior Notes pursuant to Section 3 3(a) and Section 3(b), shall be made as though such workout Workout did not occur, with the payment terms of each A Note Senior Notes remaining the same as they are on the date hereof, and the Junior Notes shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall Workout (such economic effect to be borne, first, borne by the Note B Holders, Junior Notes on a Pro Rata and Pari Passu Basis, based in each case up to the amount otherwise due on their respective such Note including in connection with the final liquidation or repayment of the Mortgage Loan). Prior to any allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan any loss or shortfall shall be allocated first to reduce the Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at of the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, Junior Notes on a Pro Rata and Pari Passu Basis (up Basis, and second to their respective reduce the Note Principal BalancesBalances of the Senior Notes on a Pro Rata and Pari Passu Basis, together with accrued interest thereon at such reduced Note Principal Balances to be used in calculating Percentage Interests and Pro Rata and Pari Passu Basis, in each case, for remittances of principal on the Notes. Subject to the Lead Securitization Servicing Agreement and this Agreement, in the case of any modification or amendment described above, the Special Servicer (on behalf of the Note Holders) shall have the sole authority and ability to revise the payment provisions set forth in Section 3(a) and Section 3(b) in a manner that reflects the subordination of the Junior Notes to the Senior Notes with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase the Percentage Interests of the Senior Notes and to reduce the Percentage Interests of the Junior Notes in a manner that reflects a loss in principal as a result of such amendment or modification; and (ii) the ability to change the Mortgage Loan Interest Rate but shall not be permitted to change the order of the clauses set forth in Section 3(a) and Section 3(b). Notwithstanding the foregoing concerning the making of payments as though such a Workout did not occur, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment shall be deemed not to be due on the original maturity date of the Mortgage Loan but shall be deemed due on the extended maturity date of the Mortgage Loan. If the Mortgaged Property becomes a Foreclosed Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, (b) the Mortgage Loan shall be deemed to remain outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a deed in lieu of foreclosure, for purposes of the relative rights of the Note Holders between each other amounts due under this Agreement and the Lead Securitization Servicing Agreement and (c) all revenues from and proceeds of such Foreclosed Property shall be allocated and distributed under Section 3(b) of this Agreement. The Junior Notes and the right of each Holder of a Junior Note to receive payments with respect to its respective Junior Note shall, subject to the provisions of this Agreement, at all times be junior, subject and subordinate to each Senior Note A Holder, as applicable)and the rights of each Holder of a Senior Note to receive payments with respect to its respective Senior Note.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of principal and interest on the Notes as set forth herein, and all payments to in the Note A Holders pursuant to Section 3 shall be made Mortgage Loan Agreement in effect as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereofof this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) ), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, preserve the Sequential Order of payment of the Notes as set forth hereinNotes, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to if the terms and conditions Special Servicer (on behalf of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, Holders) in connection with a workout or proposed workout of the Mortgage Loan, Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on any Note is such Mortgage Loan are reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Mortgage Loan Interest Rate or increase in scheduled amortization payments) is made to any of the payment terms of the Mortgage LoanLoan (each, such modification shall not altera “Workout”), and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Senior Note A Holders pursuant to Section 3 3(a) and Section 3(b), shall be made as though such workout Workout did not occur, with the payment terms of each A Note Senior Notes remaining the same as they are on the date hereof, and the Junior Notes (in Note Reverse Sequential Order) shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout Workout (such economic effect to be borne by each Junior Note up to the amount otherwise due on such Junior Note including in connection with the final liquidation or repayment of the Mortgage Loan). Prior to any allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan any loss or shortfall shall be borne, first, by allocated first to reduce the Note Principal Balances of the Junior B Holders, Notes on a Pro Rata and Pari Passu Basis, based on their respective second to reduce the Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at of the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note Junior A Holders, Notes on a Pro Rata and Pari Passu Basis and third to reduce the Note Principal Balances of the Senior Notes on a Pro Rata and Pari Passu Basis, with such reduced Note Principal Balances to be used in calculating Percentage Interests and Pro Rata and Pari Passu Basis, in each case, for remittances of principal on the Notes. Subject to the Lead Securitization Servicing Agreement and this Agreement, in the case of any modification or amendment described above, the Special Servicer (up on behalf of the Note Holders) shall have the sole authority and ability to revise the payment provisions set forth in Section 3(a) and Section 3(b) in a manner that reflects the subordination of the Junior Notes to the Senior Notes (and the Junior B Notes to the Junior A Notes) with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase the Percentage Interests of the Senior Notes (or the Junior A Notes) and to reduce the Percentage Interest of the Junior Notes (or the Junior B Notes) in a manner that reflects a loss in principal as a result of such amendment or modification; and (ii) the ability to change the Mortgage Loan Interest Rate but shall not be permitted to change the order of the clauses set forth in Section 3(a) and Section 3(b) and shall not be permitted to (x) increase the interest rate of the Junior A Notes unless the interest rate of the Senior Notes is correspondingly increased, (y) increase the interest rate of the Junior B Notes unless the interest rate of the Senior Notes and the interest rate of the Junior A Notes are correspondingly increased or (z)(A) change the terms of any Senior Note such that the terms thereof differ from the terms of each other Senior Note, (B) change the terms of any Junior A Note such that the terms thereof differ from the terms of each other Junior A Note or (C) change the terms of any Junior C Note such that the terms thereof differ from the terms of each other Junior C Note. Notwithstanding the foregoing concerning the making of payments as though such a Workout did not occur, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment shall be deemed not to be due on the original maturity date of the Mortgage Loan but shall be deemed due on the extended maturity date of the Mortgage Loan. In no event may the Mortgage Loan be extended beyond the date that is the earlier of (i) 7 years prior to the Rated Final Distribution Date (as defined in the Lead Securitization Servicing Agreement) and (ii) 20 years prior to the end of the term of the earliest terminating ground lease (including any extensions that are exercisable unilaterally at the option of the Mortgage Loan Borrower). If the Mortgaged Property becomes a Foreclosed Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, (b) the Mortgage Loan shall be deemed to remain outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a deed in lieu of foreclosure, for purposes of the relative rights of the Note Holders between each other under this Agreement and the Lead Securitization Servicing Agreement and (c) all revenues from and proceeds of such Foreclosed Property shall be allocated and distributed under Section 3(b) of this Agreement. The Junior Notes and the right of the Junior Note Holders to receive payments with respect to their Junior Notes shall, subject to the provisions of this Agreement, at all times be junior, subject and subordinate to each Senior Note and the rights of each Senior Note Holder to receive payments with respect to its respective Senior Note. The Junior B Notes and the right of the Junior B Note Principal BalancesHolders to receive payments with respect to their Junior B Notes shall, together subject to the provisions of this Agreement, at all times be junior, subject and subordinate to each Senior Note and Junior A Note and the rights of each Senior Note Holder or Junior A Note Holder to receive payments with accrued interest thereon at respect to its respective Note. In connection with any workout of the Note Rate Mortgage Loan, any application of principal payments on the Mortgage Loan in connection with such workout and any other amounts due future application of principal payments on the Mortgage Loan must in all cases be applied first to each Note the Senior Notes (on a Pro Rata and Pari Passu Basis) until the Senior Notes are repaid in full, then to the Junior A HolderNotes (on a Pro Rata and Pari Passu Basis) until the Junior A Notes are repaid in full, as applicable)and then to the Junior B Notes (on a Pro Rata and Pari Passu Basis) until the Junior B Notes are repaid in full.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, preserve the Sequential Order of payment of the Notes as set forth hereinNotes, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holders (up to their respective the Note Principal BalancesBalance of the B Note, together with accrued interest thereon at the Note Rate and any other amounts due to each the Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of the Notes as set forth herein, therein and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Interest Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Interest Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest Rate and any other amounts due to each Note A Holder, as applicable), and then, to the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest Rate and any other amounts due to each Note B Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Loan Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable), and then, to the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth hereintherein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable), and then, to the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A HoldersB-1 Holder), on a Pro Rata and Pari Passu Basis the Note B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder) and the Note B-3 Holder (up to the Note B-3 Principal Balance, together with accrued interest thereon at the Note B-3 Interest Rate CO-Lender Agreement (11 Madison Avenue) 44 and any other amounts due to the Note B-3 Holder), second, pro rata by each Note A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder), each Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder) and each Note A-3 Holder (up to the Note A-3 Principal Balance, together with accrued interest thereon at the Note A-3 Interest Rate, and any other amounts due to the Note A-3 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between the Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, preserve the Sequential Order of payment of the Notes as set forth hereinNotes, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the Note Rate and any other amounts due to each the Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of principal and interest on the Notes as set forth herein, and all payments to in the Note A Holders pursuant to Section 3 shall be made Mortgage Loan Agreement in effect as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereofof this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the Note Rate and any other amounts due to each the Note B Holder), as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder) and, as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder), the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder) and the Note A-3 Holder (up to the Note A-3 Principal Balance, together with accrued interest thereon at the Note A-3 Interest Rate, and any other amounts due to the Note A-3 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Monthly Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment Co-Lender Agreement (Olympic Tower) 45 is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A HoldersB-1 Holder), on a Pro Rata and Pari Passu Basis the Note B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder) and the Note B-3 Holder (up to the Note B-3 Principal Balance, together with accrued interest thereon at the Note B-3 Interest Rate and any other amounts due to the Note B-3 Holder), and second, pro rata by each Note A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder), each Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder) and each Note A-3 Holder (up to the Note A-3 Principal Balance, together with accrued interest thereon at the Note A-3 Interest Rate, and any other amounts due to the Note A-3 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of the Notes and the Components in their respective order of priority as set forth herein, and all payments to the Note A Holders pursuant to for in Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note Component remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Holder of a Note A Holdersthat represents a portion of Component HRR, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balancesprincipal balances, together with accrued interest thereon at the Note Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note A HolderHolder of a Note that represents a portion of Component H, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component G, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component F, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component E, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component D, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component C, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component B, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), and then by each Note Holder of a Note that represents a portion of Component A, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note A-B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A-B Holder, as applicable) ), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each the Note A HolderHolders, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A Holders, as applicable), and then, to the Note A-B Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holders, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each the Note B B-1 Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder), second, pro rata by each Note A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and each Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata, by the each Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the related Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each such Note B Holder), as applicablesecond, pro rata by Co-Lender Agreement (San Francisco Centre) and then, by the each Note A Holders, on a Pro Rata and Pari Passu Basis Holder (up to their respective the related Note A Principal BalancesBalance, together with accrued interest thereon at the Note Rate A Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B Holder), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable), and then, to the Note B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B Holder).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order relative priority of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-2 Holder), second, by the Note B-1 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1 Holder), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable), second, to the Note B-1 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1 Holder) and then, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-2 Holder).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrowers, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each the Note B B-1 Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder), and second, pro rata by each Note A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and each Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, in the Mortgage Loan Agreement and all payments to the Note A Holders pursuant to priority of payment set forth in Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B HoldersHolder, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the Note Rate and any other amounts due to each the Note B Holder, as applicable) ), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Co-Lender Agreement (Gas Company Tower) 40 section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each the Note B B-1 Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder), second, pro rata by each Note A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and each Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-B Holder), second, by the Note X-X Xxxxxx (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note X-X Xxxxxx), third, by the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable), second, to the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder), third, to the Note X-X Xxxxxx (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note X-X Xxxxxx) and then, to the Note B-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-B Holder).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder) and, as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder), the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder), the Note A-3-A Holder (up to the Note A-3-A Principal Balance, together with accrued interest thereon at the Note A-3-A Interest Rate, and any other amounts due to the Note A-3-A Holder) and the Note A-3-B Holder (up to the Note A-3-B Principal Balance, together with accrued interest thereon at the Note A-3-B Interest Rate, and any other amounts due to the Note A-3-B Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the Co-Lender Agreement (Two Independence Square) occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holders (up to their respective the Note Principal BalancesBalance of the B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each the Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order relative priority of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-2 Holder), second, by the Note B-1-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-B Holder), third, by the Note B-1-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-A Holder), fourth by the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder, as applicable), second, to the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder), third, by the Note B-1-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-A Holder), fourth, by the Note B-1-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-1-B Holder) and then, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-2 Holder).

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing AgreementAgreement , and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note A-A Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order relative priority of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with and as though the payment terms of each A Note remaining remained the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B-B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each the Note B-B Holder), as applicable) and thensecond, by the Note A Holders, on a Pro Rata and Pari Passu Basis X-X Xxxxxx (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each the Note X-X Xxxxxx), third, by the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder) and then, by the Note A-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-A Holder, as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A-A Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-A Holder, as applicable), second, to the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder), third, to the Note X-X Xxxxxx (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note X-X Xxxxxx) and then, to the Note B-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note B-B Holder).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder), as applicable) and thensecond, pro rata by the each Note A Holders, on a Pro Rata and Pari Passu Basis Holder (up to their respective the related Note A Principal BalancesBalance, together with accrued interest thereon at the Note Rate A Interest Rate, and any other amounts due to each the Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that Amended and Restated Co-Lender Agreement (787 Seventh Avenue) would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lenders and the Mortgage Loan Borrowers, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, Co-Lender Agreement (Cambridge Crossing – 350 and 000 Xxxxx Xxxxxx) 41 together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Properties shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lenders and the Mortgage Loan Borrowers, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, Co-Lender Agreement(Cambridge Crossing – 350 and 000 Xxxxx Xxxxxx) together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Properties shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth hereintherein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each the Note B B-1 Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder), second, pro rata by each Note A A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and each Note A-2 Holder (up to the Note A-2 Principal Balance, as applicabletogether with accrued interest thereon at the Note Co-Lender Agreement (85 Tenth Avenue).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Co-Lender Agreement (Cambridge Crossing – 222 Xxxxxx) Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note Principal BalancesBalance of the B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each the Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to -30- Xx-Xxxxxx XxxxxxxxxXxxxxxxxxx Xxxxxxx Section 3 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder) and, as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder), the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder) and the Note A-3 Holder (up to the Note A-3 Principal Balance, together with accrued interest thereon at the Note A-3 Interest Rate, and any other amounts due to the Note A-3 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Monthly Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of principal and interest on the Notes as set forth herein, and all payments to in the Note A Holders pursuant to Section 3 shall be made Mortgage Loan Agreement in effect as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereofof this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their Holder (up to its respective Note Principal Balances (up to their respective Note Principal BalancesBalance, together with accrued interest thereon at the Note Rate and any other amounts due to each such Note B Holder), as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder) and the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be Co-Lender Agreement (667 Madison Avenue) 37 applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata, by the each Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the related Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the each Note A Holders, on a Pro Rata and Pari Passu Basis Holder (up to their respective the related Note A Principal BalancesBalance, together with accrued interest thereon at the Note Rate A Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest applicable Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the Note A Holders pursuant to Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective its Note Principal BalancesBalance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each the Note B Holder), as applicablesecond, by the Note A-B Holder (up to its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note A-B Holder) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).,

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of principal and interest on the Notes as set forth herein, and all payments to in the Note A Holders pursuant to Section 3 shall be made Mortgage Loan Agreement in effect as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereofof this Agreement and the priority of payment set forth in Section 3, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B HoldersHolder, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) ), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note A Holder, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to -00- Xx-Xxxxxx XxxxxxxxxXxxxxxxxxx Xxxxxxx Section 3 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder) and, as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder), the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder) and the Note A-3 Holder (up to the Note A-3 Principal Balance, together with accrued interest thereon at the Note A-3 Interest Rate, and any other amounts due to the Note A-3 Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Monthly Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of each the A Note Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note B Principal BalancesBalance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due to each the Note B Holder) and, as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis A-1 Holder (up to their respective the Note A-1 Principal BalancesBalance, together with accrued interest thereon at the Note Rate A-1 Interest Rate, and any other amounts due to each the Note A-1 Holder) and the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If a Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A HolderHolders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lenders and the Mortgage Loan Borrowers, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Holders (in each case up to the Note Principal Balances (up to their respective Note Principal BalancesBalance of the related B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each such Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, Co-Lender Agreement (Cambridge Crossing – 350 and 000 Xxxxx Xxxxxx) together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Properties shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order allocation and payment priorities of payment of each Note as described in Section 3. In connection with the Notes as set forth hereinforegoing, and all payments the Note Holders agree that, to the extent consistent with Accepted Servicing Practices (taking into account the extent to which the B Note is junior to the A Holders pursuant to Section 3 shall be made as though such workout did not occurNotes): (x) no waiver, with the payment terms reduction or deferral of each A Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of any particular amounts due on any of the Mortgage Loan attributable to such workout A Notes (except for REMIC or Grantor Trust expenses, if applicable) shall be borneeffected prior to the waiver, firstreduction or deferral of the entire corresponding item in respect of the B Note; and (y) no reduction of the Interest Rate of any of the A Notes shall be effected prior to the reduction of the Interest Rate of the B Note, by to the Note B Holdersfullest extent possible. Notwithstanding anything contained herein to the contrary, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances any of the actions referred to in the immediately preceding clauses (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicablex) and then, by (y) shall be effected as among the A Notes and the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at as regards the Note Rate and any other amounts due to each Note A Holder, as applicable)economic effects thereto.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on any (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, pro rata by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances B-1 Holder (up to their respective the Note B-1 Principal BalancesBalance, together with accrued interest thereon at the Note B-1 Interest Rate and any other amounts due to each the Note B B-1 Holder, as applicable) and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis B-2 Holder (up to their respective the Note B-2 Principal BalancesBalance, together with accrued interest thereon at the Note B-2 Interest Rate and any other amounts due to the Note B-2 Holder), second, pro rata by each Note A A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder) and each Note A-2 Holder (up to the Note A-2 Principal Balance, as applicable).together with accrued interest thereon at the Note Co-Lender Agreement (85 Tenth Avenue) 41

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Accepted Servicing PracticesStandard, if the Lead Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Note Rate on any Note is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order sequential order of payment of the Notes and the Components in their respective order of priority as set forth herein, and all payments to the Note A Holders pursuant to in Section 3 shall be made as though such workout did not occur, with the payment terms of each A Note Component remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note Principal Balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Note B Holder, as applicable) and then, by the Holder of a Note A Holdersthat represents a portion of Component HRR, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal Balancesprincipal balances, together with accrued interest thereon at the Note Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note A HolderHolder of a Note that represents a portion of Component H, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component G, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then, by each Note Holder of a Note that represents a portion of Component F, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component E, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component D, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component C, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), then by each Note Holder of a Note that represents a portion of Component B, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable), and then by each Note Holder of a Note that represents a portion of Component A, on a Pro Rata and Pari Passu Basis (up to their respective principal balances, together with accrued interest thereon at the Component Rate and any other amounts due to such Note Holders, as applicable).

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing Practices, if the Lead Securitization Note Holder, or any Servicer, applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate on (or the Note Interest Rate for any Note Note) is reduced, (iii) payments of interest or principal on any Note the Mortgage Loan are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the Sequential Order of payment of the Notes as set forth herein, and all payments to the each Note A Holders Holder pursuant to Section 3 5 and Section 6, as applicable, shall be made as though such workout did not occur, with the payment terms of each Note A Note remaining the same as they are on the date hereofClosing Date, and the full Co-Lender Agreement (Xxxxxx Commons – 000 Xxxxx Xxxxxx) economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances Holder (up to their respective the Note Principal BalancesBalance of the B Note, together with accrued interest thereon at the related Note Interest Rate and any other amounts due to each the Note B Holder), as applicable) and thensecond, pro rata by the Note A Holders, on a Pro Rata and Pari Passu Basis Holders (in each case up to their respective the Note Principal BalancesBalance of the related A Note, together with accrued interest thereon at the related Note Rate Interest Rate, and any other amounts due to each such Note A Holder). If the Mortgaged Property shall become an REO Property, the same shall be acquired, managed and operated in substantially the manner provided in the Servicing Agreement, and the priority of distributions among the Note A Holder and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of a Triggering Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as applicable)such term shall be defined in the Servicing Agreement) for such purpose.