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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) 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 Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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, and (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.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate (or scheduled amortization payments on such Mortgage Loan are any Note’s Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holders on a pro rata and pari passu basis (in each case up to the Principal Balance of the Mortgage Loan but related Note B, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the related Note B Holder), and second, by the Note A Holders on a pro rata and pari passu basis (in each case up to the Principal Balance of the related Note A, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the related Note A Holder), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be deemed due on made accordingly. The preceding statement shall not be construed to limit the extended maturity date rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage LoanServicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Directing Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, herein but subject to Section 2(b) hereof, if, after obtaining the terms and conditions consent of the Lead Securitization Servicing Controlling Holder and to the extent the same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) in connection with a workout or proposed workout of the Mortgage Loan Loan, the Servicer modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan Note A or Note B are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder) and second, by the Note A Holders on a pro rata and pari passu basis (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holders), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property consistent with the Holders respective Percentage Interests in the Mortgage Loan notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. Notwithstanding anything to the contrary in this Agreement, in the event the Mortgaged Property is acquired pursuant to a foreclosure or deed in lieu of foreclosure, all decisions relating to the Mortgage Loan and the Mortgaged Property shall require the approval of the Controlling Holder pursuant to Section 20. In no event shall a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder, which amounts shall be applied to Note B-1, Note B-2 and Note B-3 on a Pro Rata and Pari Passu Basis), and second, by the Note A Holders on a Pro Rata and Pari Passu Basis (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holders), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B Holders be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) 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 Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), all payments to the Senior Note Holders pursuant to Section 3(a) and Section 3(b), shall be made as though such modification shall Workout did not alteroccur, with the payment terms of Senior Notes remaining the same as they are on the date hereof, and the Junior Notes (in 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 (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 modification allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan Documents any loss or shortfall shall be structured allocated first to preservereduce the Note Principal Balance of the Junior B Note, second to reduce the Note Principal Balances of the Junior A 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 equal priorities Special Servicer (on behalf of each the Note as described Holders) shall have the sole authority and ability to revise the payment provisions set forth in Section 33(a) and Section 3(b) in a manner that reflects the subordination of the Junior Notes to the Senior Notes (and the Junior B Note 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 Note) 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 a 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, and (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 Note and the right of the Junior B Note Holder to receive payments with respect to its Junior B Note shall, 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 respect to its respective 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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) 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 Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), all payments to the Note Holders of the Senior Notes pursuant to Section 3(a) and Section 3(b), shall be made as though such modification shall Workout did not alteroccur, with the payment terms of Senior Notes remaining the same as they are on the date hereof, and the Junior Note shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout (such economic effect to be borne by the Junior Note, in each case up to the amount otherwise due on the Junior Note including in connection with the final liquidation or repayment of the Mortgage Loan). Prior to any modification allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan Documents any loss or shortfall shall be structured allocated first to preservereduce the Note Principal Balance of the Junior Note and second 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 equal priorities Special Servicer (on behalf of each the Note as described Holders) shall have the sole authority and ability to revise the payment provisions set forth in Section 33(a) and Section 3(b) in a manner that reflects the subordination of the Junior Note 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 Interest of the Junior Note 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, and (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.Mortgage

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder, which amounts shall be applied to Note B-1, Note B-2 and Note B-3 on a Pro Rata and Pari Passu Basis), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B-1 Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate (or scheduled amortization payments on such Mortgage Loan are any Note’s Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder), and second, by the Note A-1 Holder and Note A-2 Holder on a pro rata and pari passu basis (in each case up to the Principal Balance, together with accrued interest thereon at the applicable Interest Rate and any other amounts due such Note Holder), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) in connection with a workout or proposed workout Workout of the Mortgage 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 such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), all payments to the Note Holders of the Senior Notes pursuant to Section 3(a) and Section 3(b), shall be made as though such modification shall Workout did not alteroccur, with the payment terms of 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 (such economic effect to be borne by the Junior Notes on a Pro Rata and Pari Passu Basis and in each case up to the amount otherwise due on such Note including in connection with the final liquidation or repayment of the Mortgage Loan). Prior to any modification allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan Documents any loss or shortfall shall be structured allocated first to preservereduce the Note Principal Balances of the Junior Notes on a Pro Rata and Pari Passu Basis, and second 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, Pro Rata and Pari Passu Basis and the determination of the occurrence of the “Cross Over Period”, 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 equal priorities 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 Interest of each Senior Note and to reduce the Percentage Interest of each Junior Note in a manner that reflects a loss in principal as described a result of such amendment or modification; and (ii) the ability to change the Interest Rate but shall not be permitted to change the order of the clauses set forth in Section 33(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 any 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, and (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. Each Junior Note 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 and the rights of each Senior Note to receive payments with respect to its respective Senior Note.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder, which amounts shall be applied to Note B-1 and Note B-2 on a Pro Rata and Pari Passu Basis), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B-1 Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holders (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holders, which amounts shall be applied to Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 on a Pro Rata and Pari Passu Basis), and second, by the Note A Holders (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder, which amounts shall be applied to Note X-0, Xxxx X-0, Note A-3-1, Note A-3-2 and Note A-4 on a Pro Rata and Pari Passu Basis), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by Note B Holders be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) in connection with a workout or proposed workout Workout of the Mortgage 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 such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), all payments to the Note Holders of the Senior Notes pursuant to Section 3(a) and Section 3(b), shall be made as though such modification shall Workout did not alteroccur, with the payment terms of Senior Notes remaining the same as they are on the date hereof, and the Junior Note shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout (such economic effect to be borne by the Junior Note up to the amount otherwise due on such Note including in connection with the final liquidation or repayment of the Mortgage Loan). Prior to any modification allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan Documents any loss or shortfall shall be structured allocated first to preservereduce the Note Principal Balance of the Junior Note, and second 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 equal priorities Special Servicer (on behalf of each the Note as described Holders) shall have the sole authority and ability to revise the payment provisions set forth in Section 33(a) and Section 3(b) in a manner that reflects the subordination of the Junior Note 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 Note A-1A Percentage Interest, the Note A-1B Percentage Interest and the Note A-1C Percentage Interest and to reduce the Note A-2 Percentage Interest 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, and (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 Note and the right of each Holder of the Junior Note to receive payments with respect to the Junior Note 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 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 Accepted Servicing Practices, if the Special Servicer (on behalf of the Note Holders) 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 Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal on 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 terms of the Mortgage Loan (each, a “Workout”), all payments to the Note Holders of the Notes pursuant to Section 3(a) and Section 3(b), shall be made as though such modification shall Workout did not alteroccur, with the payment terms of Notes remaining the same as they are on the date hereof. 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), including: (i) the ability to change the Mortgage Loan Documents Interest Rate but shall not be structured permitted to preserve, change the equal priorities order of each Note as described the clauses set forth in Section 33(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, and (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.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the any Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate (or scheduled amortization payments on such Mortgage Loan are any Note’s Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of extent the Lead Securitization Servicing same is required under this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if the Special Servicer (on behalf of the Note 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 Principal Balance is decreased, (ii) the Mortgage Loan Interest Rate (or scheduled amortization payments on such Mortgage Loan are any Note’s Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement 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 Loan (each, a “Workout”), such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3. 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 the full adverse economic effect of this paragraphsuch modification, the Balloon Payment shall be deemed not to be waiver or amendment of amounts due on the original maturity date Mortgage Loan shall be borne, first, by the Note B Holders (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holders, which amounts shall be applied to each Subordinate Note on a Pro Rata and Pari Passu Basis), and second, by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Mortgage Loan but shall be deemed due on Servicing Agreement, including the extended maturity date of Servicer’s obligation to act in accordance with the Mortgage LoanServicing Standard. If the Mortgaged Property becomes a Foreclosed an REO Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed REO Property notwithstanding the manner in which title may be taken under the Lead Securitization Servicing Agreement, and (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 REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B-1 Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the same proceeds or collections.