Common use of Payment Procedure Clause in Contracts

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such A Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timetime) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments payment into the applicable account within one (1) Business Day of receipt of such properly identified and available funds funds, but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 6 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 6 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the related Non-Lead Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account “collection account” and/or related Companion Distribution Account “companion distribution account” (or analogous account terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). In addition, the Lead Securitization Servicing Agreement shall require that distributions to the Non-Lead Securitization Note Holders shall occur no later than the Master Servicer Non-Lead Securitization Note Remittance Date. (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) Time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments into amounts in the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Whole Loan Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)thereof. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (1) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (2) with respect to the Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Note (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt thereof; and provided, further, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the related Loan Combination Custodial Account on the same Business Day that such properly identified and funds become available funds)to the Master Servicer. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the second (2nd) business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes as long as such determination date is no earlier than the 6th day of the calendar month, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 3, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower; provided, however, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the Collection Account and Companion Distribution Account, as applicable, on the same Business Day that such properly identified funds become available to the Master Servicer. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) for application subject to and in accordance with this Agreement and the Lead Securitization Servicing AgreementServicing. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any Mortgage Loan the Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Master Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Master Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Master Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 7 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Master Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business DayMaster Servicer, the Master Servicer is required to use commercially reasonable efforts to may instead deposit such payments amounts into the applicable account within one (1) related Loan Combination Custodial Account on the same Business Day of receipt of that such properly identified and funds become available funds but, in any event, to the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Servicer. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a each Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related Companion Distribution Account (each as defined in and the portion of such payments and collections that are distributable to the Non-Lead Securitization Servicing Agreement) Note Holders shall be deposited into the Companion Loan Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (1) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (2) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days (or within such time period as required under the Lead Securitization Servicing Agreement) after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Non- Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timetime) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments payment into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payment, but, in any eventevent , the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayment). (b) If the Lead Securitization Note Holder (or the Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (providedii) remit from the applicable account, that (A) prior to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business DaySecuritization Date, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (1) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (2) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the related Non-Lead Securitization Note Holder and each the related Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the applicable Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to into the Collection Serviced Whole Loan Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, Borrower. The Lead Securitization Servicing Agreement shall provide that all amounts on deposit in the Serviced Whole Loan Custodial Account on a Remittance Date allocable under this Agreement to a Non-Lead Securitization Note Holder shall be deposited or credited on the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit Remittance Date for such payments into the applicable account within one (1) Business Day Non-Lead Securitization by wire transfer of receipt of such properly identified and immediately available funds but, in any event, the Master Servicer is required to deposit an account specified by such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Non-Lead Securitization Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note, provided such “determination date” shall not be earlier than the 1st day of the month. All payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt thereof; and provided, further, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the related Loan Combination Custodial Account on the same Business Day that such properly identified and funds become available funds)to the Master Servicer. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a each Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) Time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments into amounts in the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower; provided, however, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the Collection Account and Companion Distribution Account, as applicable, on the same Business Day that such properly identified funds become available to the Master Servicer. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in or the Lead Securitization Servicing Agreement) custodial account established for the Mortgage Loan pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower and (ii) remit from the applicable account for deposit or credit on each Servicer Remittance Date all payments of any kind received with respect to and allocable to each Note, by wire transfer to accounts maintained by each Holder and designated to the Servicer in writing. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder another Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization the Holder of such Note Holder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, Master Servicerthe applicable other Noteholder, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization the Note B Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shallwill, at the Lead Securitization Note Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Holder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement, and such excess shall be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder Noteholder under the Mortgage Loan. Such Non-, provided, that the Noteholders’ obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one two Business Day Days of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one two Business Day Days of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the related Non-Lead Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related Companion Distribution Account (each as defined in and the portion of such payments and collections that are distributable to the Non-Lead Securitization Servicing Agreement) Note Holders shall be deposited into the Companion Loan Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account (A) prior to the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and (B) on or after the Securitization Date, (1) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (2) with respect to the Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note (but in any event no earlier than one (1) Business Day following the Monthly Payment Date), all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Note (net of receipt of amounts payable or reimbursable from such properly identified and available funds but, in any event, the Master Servicer is required account) by wire transfer to deposit such payments into accounts maintained by the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or Servicing Agreement shall provide that the Master Servicer acting on its behalf)shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing Agreement, shall (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or cause to be deposited credit on the applicable Business Day following the Determination Date under the related Non-Lead Securitization Servicing Agreement (so long as the date on which the remittance is required is at least one (1) Business Day after the related due date for the Mortgage Loan) all payments received with respect to and allocable to the Notes Notesby wire transfer to accounts maintained by each of the Collection Account and/or Note Holders; provided that delinquent payments received by the Master Servicer after the related Companion Distribution Account (each as defined Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each such Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Controlling Note Holder shall be deposited into the Companion Loan Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Controlling Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Controlling Note Holder and each such Non-Lead Securitization Controlling Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Controlling Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Controlling Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Controlling Note Holder, such Non-Lead Securitization Controlling Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Controlling Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Controlling Note Holder under the Mortgage Loan. Such Non-Lead Securitization Controlling Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account “collection account” and/or related Companion Distribution Account “companion distribution account” (or analogous account terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). In addition, the Lead Securitization Servicing Agreement shall require that distributions to the Non-Lead Securitization Note Holders shall occur no later than the Master Servicer Non-Lead Securitization Note Remittance Date. (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the related Non-Lead Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day Days of receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder (or the Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Non- Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such A Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution the Whole Loan Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Non Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such A Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timetime) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments payment into the applicable account within one (1) Business Day of receipt of such properly identified and available funds funds, but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any the Senior Notes or the Junior Note must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be (i) returned to the Mortgage Loan Borrower or the Guarantor or (ii) paid to the Lead Securitization Noteholder, any Note Holder other Noteholder or any Servicer or (iii) paid to any other Person, then, notwithstanding any other provision of this Agreement, (A) the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Noteholder (including the Lead Securitization Note Holder Noteholder) and (B) each Non-Noteholder (including the Lead Securitization Note Holder shall Noteholder) will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder any Noteholder (or the Servicer on its behalf) the applicable portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, Noteholder together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall be (or shall have been been) required to pay to any the Mortgage Loan Borrower, Master Servicerthe Guarantor, Special the Lead Securitization Noteholder, any other Noteholder, any Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note HolderLead Securitization Noteholder (or the Servicer on its behalf), subject to who shall allocate such excess in accordance with this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any Noteholder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder Noteholder under the Mortgage Loan. Such Non-Loan in accordance with this Agreement and the Servicing Agreement; provided that the obligations of any Noteholder under this Section 8 are separate and distinct obligations from the obligations of any other Noteholder under this Section 8 and in no event shall the Lead Securitization Note Holder’s Noteholder (or the Servicer on its behalf) enforce the obligations of any Noteholder under this Section 8 against any other Noteholder. The Noteholders’ obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, provided that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or Servicing Agreement shall provide that the Master Servicer acting on its behalf)shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing Agreement, shall (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or cause to be deposited credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Notes Note A-1 Holder and the Note A-2 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the Collection Account and/or related Companion Distribution Account (each as defined time period specified in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each such Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each Account, as defined in the Lead Securitization Servicing Agreement) applicable, pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, (i) the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder Holder, and (ii) each Non-Lead Securitization Note Holder or the Master Servicer acting on its behalf shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 3, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Whole Loan Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish sub-accounts of the Collection Account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of properly identified funds from or on behalf of the Mortgage Loan Borrower; provided, however, that in the event the Master Servicer (when otherwise required to remit) is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the Collection Account on the same Business Day that such properly identified and funds become available funds)to the Master Servicer. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) for application subject to and in accordance with this Agreement and the Lead Securitization Servicing AgreementServicing. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, provided such “determination date” shall not be earlier than the 1st day of the month. all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or Section 4, as applicable, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, Noteholder together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan Borrower, the Lead Securitization Noteholder, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization the Note B Holder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization the Note B Holder, such Non-Lead Securitization the Note B Holder shallwill, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any Noteholder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder Noteholder under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one of the Noteholder against the other Noteholders. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any Mortgage Loan the Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Master Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Master Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Master Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 6 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Master Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each Account, as defined in the Lead Securitization Servicing Agreement) applicable, pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (providedii) remit from the Collection Account or Companion Distribution Account, that as applicable, (A) prior to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business DaySecuritization Date, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of properly identified funds and (B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (B) with respect to each Non-Lead Securitization Note, (x) prior to securitization of such Non-Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the securitization of such Non-Lead Securitization Note, the business day immediately succeeding the “determination date” set forth in the related Non Lead Securitization Servicing Agreement for such Note (provided, however, no remittance is required to be made until two (2) Business Days after receipt of properly identified and available fundsfunds constituting the related Periodic Payment), all payments received and allocable with respect to the Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by each Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the related Non-Lead Securitization Note Holder and each the related Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the applicable Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes as long as such determination date is no earlier than the 6th day of the calendar month, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan; provided, that the obligations of each Holder hereunder are separate and distinct obligations from one another and in no event shall the Servicer enforce the obligations of one Holder against another Holder. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each Account, as defined in the Lead Securitization Servicing Agreement) applicable, pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (providedii) remit from the applicable account, that (A) prior to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business DaySecuritization Date, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds(B) on or after the Securitization Date, (1) with respect to the Lead Securitization Note(s), the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note(s) and (2) with respect to each Non-Lead Securitization Note, (x) prior to the related Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note(s) and (y) on or after the related Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note (but in any event no earlier than one (1) Business Day following the Monthly Payment Date), all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to such Non-Lead Securitization Note (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holders and such Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Whole Loan Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Master Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Master Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Master Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Master Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 6 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Master Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)thereof. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or Servicing Agreement shall provide that the Master Servicer acting on its behalf)shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing Agreement, shall (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or cause to be deposited credit on the applicable Business Day following the Determination Date under the related Non-Lead Securitization Servicing Agreement (so long as the date on which the remittance is required is at least one (1) Business Day after the related due date for the Mortgage Loan) all payments received with respect to and allocable to the Notes by wire transfer to accounts maintained by each of the Collection Account and/or Note Holders; provided that delinquent payments received by the Master Servicer after the related Companion Distribution Account (each as defined Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each such Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) and/or related Loan Combination Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments properly identified and available funds into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations. (e) References in this Section 8 to the Lead Securitization Note Holder shall be deemed to include the Master Servicer acting on its behalf.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Certificate Account and/or related Companion Distribution or Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) Time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments into amounts in the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder Holders with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or Servicing Agreement shall provide that the Master Servicer acting on its behalf)shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing Agreement, shall (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or cause to be deposited credit on the applicable Business Day following the Determination Date under the related Non-Lead Securitization Servicing Agreement (so long as the date on which the remittance is required is at least one (1) Business Day after the related due date for the Mortgage Loan) all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Notes Note A-1 Holder and the Note A-2 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the Collection Account and/or related Companion Distribution Account (each as defined time period specified in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each such Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Lead Noteholder (or the Lead Securitization Note Holder Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 6 are separate and distinct obligations from one another and in no event shall the Lead Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)thereof. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such The Non-Lead Securitization Note Holder’s Holders’ obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that however, that, to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Lead Securitization Note Holder (or Master Servicer is required to acting on its behalf) shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Lead Securitization Note Holder (or Master Servicer is required to acting on its behalf) shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified thereof) and available funds)shall remit payments due on each Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder (or Non-Lead Master Servicer on its behalf) no later than one Business Day following the “Determination Date” under the Non-Lead Securitization Servicing Agreement. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such a Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Each Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Controlling Note Holder shall be deposited into the Companion Loan Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Controlling Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Controlling Note Holder and each such Non-Lead Securitization Controlling Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Controlling Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Controlling Note Holder, such Non-Lead Securitization Controlling Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Controlling Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Controlling Note Holder under the Mortgage Loan. Such Non-Lead Securitization Controlling Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (B) with respect to each Non-Lead Securitization Note, (x) prior to a Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after a Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the second (2nd) business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes as long as such determination date is no earlier than the 6th day of the calendar month, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, provided such “determination date” shall not be earlier than the 1st day of the month. All payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Lead Noteholder (or the Lead Securitization Note Holder Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Such Non-Lead Securitization Note HolderEach Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Lead Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 3(b) or 3(c), and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Lead Master Servicer on its behalf) shall establish sub-accounts of the Custodial Account for amounts due to each Noteholder. The Lead Securitization Noteholder (or the Lead Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Lead Master Servicer’s acting on its behalf) receipt of properly identified funds from or on behalf of the Mortgagor; provided, however, that in the event the Lead Master Servicer (when otherwise required to remit) is in receipt of properly identified funds that are not available to the Lead Master Servicer, the Lead Master Servicer may instead deposit such amounts into the Custodial Account on the same Business Day that such properly identified and funds become available funds)to the Lead Master Servicer. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower Mortgagor or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any Mortgage Loan Borrowerthe Mortgagor, the Lead Master Servicer, Lead Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) for application subject to and in accordance with this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (1) with respect to the Lead Securitization Notes, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (2) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder Holder, the Non-Lead Securitization Note Holders or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each the related Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the applicable Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note A-1-1 Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 or Section 4, as applicable, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note A-1-1 Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note A-1-1 Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower Borrower. The Controlling Noteholder agrees and acknowledges that the Securitization Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Securitization Servicing Agreement based on a recommendation by the Operating Advisor if (providedA) the Operating Advisor determines, in its sole discretion exercised in good faith, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified the Special Servicer has failed to comply with the Servicing Standard and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days a replacement of receipt the Special Servicer would be in the best interest of such properly identified the holders of securities issued under the Securitization Servicing Agreement (as a collective whole) and available funds)(B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding sentence. (b) If the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) repay to the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, Noteholder together with interest thereon at such rate, if any, as the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan Borrower, the Note A-1-1 Holder, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note B Holder before the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note B Holder, such Non-Lead Securitization Note B Holder shallwill, at the Lead Securitization Note A-1-1 Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderA-1-1 Holder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, A-1-1 Holder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note A-1-1 Holder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any Noteholder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Note A-1-1 Holder (or the Servicer on its behalf) enforce the obligations of one of the Noteholder against the other Noteholders. Such Non-Lead Securitization Note HolderEach Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Certificate Account and/or related or Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Certificate Account and/or related Companion Distribution or Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) Time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments into amounts in the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall Holders will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such the Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such the Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)... (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any either Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such The Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, (i) the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder Holder, and (ii) each Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to into the Collection Serviced Whole Loan Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, Borrower. The Lead Securitization Servicing Agreement shall provide that all amounts on deposit in the Serviced Whole Loan Custodial Account on a Remittance Date allocable under this Agreement to a Non-Lead Securitization Note Holder shall be deposited or credited on the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit Remittance Date for such payments into the applicable account within one (1) Business Day Non-Lead Securitization by wire transfer of receipt of such properly identified and immediately available funds but, in any event, the Master Servicer is required to deposit an account specified by such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Non-Lead Securitization Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (ai) The Lead Securitization Note Holder All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Administrative Agent not later than 1:00 p.m. (New York time) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Master Servicer acting Administrative Agent at the Administrative Agent’s office located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit Loans and any Letter of Credit Obligations. Any payment received by the Administrative Agent after 1:00 p.m. (New York time) shall be deemed received on its behalf)the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable Lender, or, in accordance with respect of Eurodollar Borrowing, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the priorities set forth account of such Lender. (ii) Unless the Administrative Agent shall have been notified in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds writing by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within at least two (2) Business Days of receipt prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, as the case may be, on such payment date an amount equal to such Lender’s share of such properly identified assumed payment. If the Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available funds)by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to the NYFRB Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Borrowings. (biii) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned Subject to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision definition of “Interest Period” in Section 1.02 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the Lead Securitization Note Holder next succeeding Business Day and such extension of time shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rateincluded in computing interest, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or in connection with such other Person with respect theretopayment. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timetime) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments payment into the applicable account within one (1) Business Day of receipt of such properly identified and available funds funds, but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder (or the Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each the Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder (or the Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-Lead Securitization Note Holder, provided, that each Noteholder’s obligations under this Section 8 7 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Loan Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such the related Non-Lead Securitization Note Holder, such the related Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 3, and subject to the terms of the Lead Securitization Servicing Agreement, shall will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related or Companion Distribution Account (each as defined in for the Lead Securitization Servicing Agreement) Notes established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of following the Lead Securitization Noteholder’s (or the Servicer’s acting on its behalf) receipt of such properly identified and available funds)funds from or on behalf of the Mortgage Loan Borrower. (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder such Noteholder and each Non-Lead Securitization Note Holder shall such Noteholder will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note HolderNoteholder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder shall have been required to pay to any the Mortgage Loan Borrower, the Master Servicer, Special Servicer Servicer, any other Noteholder or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, then such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note Holder, Lead Securitization Noteholder (or the Servicer on its behalf) subject to this Agreement and the Lead Securitization Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder other Noteholder, as applicable, under the Mortgage Loan. Such Non-, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (i) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement and (ii) with respect to each Non-Lead Securitization Note, (x) prior to the related Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the related Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the Business Day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note, provided that (i) such “determination date” shall not be earlier than the 1st day of the month and (ii) the date on which remittance is required under this sub-section (a) is at least one Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement. All payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) shall be paid by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account Account” and/or “Serviced Companion Loan Custodial Account” (or the related Companion Distribution Account (analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder Noteholder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timetime) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments payment into the applicable account within one (1) Business Day of receipt of such properly identified and available funds funds, but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note the Senior Notes or the Junior Notes must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be (i) returned to the Mortgage Loan Borrower or the Guarantor or (ii) paid to the Lead Securitization Noteholder, any Note Holder other Noteholder or any Servicer or (iii) paid to any other Person, then, notwithstanding any other provision of this Agreement, (A) the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Non-Noteholder (including the Lead Securitization Note Holder Noteholder) and (B) each Non-Noteholder (including the Lead Securitization Note Holder shall Noteholder) will promptly on demand by the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder any Noteholder (or the Servicer on its behalf) the applicable portion thereof that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, Noteholder together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall be (or shall have been been) required to pay to any the Mortgage Loan Borrower, Master Servicerthe Guarantor, Special the Lead Securitization Noteholder, any other Noteholder, any Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) makes any payment to any Non-Lead Securitization Note Holder other Noteholder before the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to such Non-Lead Securitization Note Holderother Noteholder, such Non-Lead Securitization Note Holder shallother Noteholder will, at the Lead Securitization Note HolderNoteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note HolderNoteholder (or the Servicer on its behalf). (d) Each Note Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall will promptly remit such excess to the applicable Note HolderLead Securitization Noteholder (or the Servicer on its behalf), subject to who shall allocate such excess in accordance with this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder any Noteholder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder Noteholder under the Mortgage Loan. Such Non-Loan in accordance with this Agreement and the Servicing Agreement; provided that the obligations of any Noteholder under this Section 8 are separate and distinct obligations from the obligations of any other Noteholder under this Section 8 and in no event shall the Lead Securitization Note Holder’s Noteholder (or the Servicer on its behalf) enforce the obligations of any Noteholder under this Section 8 against any other Noteholder. The Noteholders’ obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the a Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Loan Combination Custodial Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one (1) Business Day of after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds thereof but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt thereof; and provided, further, that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer may instead deposit such amounts into the related Loan Combination Custodial Account on the same Business Day that such properly identified and funds become available funds)to the Master Servicer. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such the Non-Lead Securitization Note HolderHolders, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Each Holder (or hereby directs the Master Servicer acting on its behalf)Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Lead Securitization Servicing Agreement, shall to deposit or cause to be deposited all payments received with respect to and allocable to the Notes each Note to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) established pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or Any successor Servicing Agreement shall require the Master Servicer acting on its behalf) shall to deposit such payments amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable account within one Business Day of receipt of properly identified and available funds by Holder from the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account Collection Account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)thereof by Servicer. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Mezzanine Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder Servicer shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each Non-Lead Securitization Note applicable Holder shall will promptly on written demand by the Lead Securitization Note Holder Servicer repay to the Lead Securitization Note Holder Servicer any portion thereof of any such amounts that the Lead Securitization Note Holder Servicer shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder Servicer shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer the Mezzanine Borrower or such other Person person or entity with respect thereto. (c) thereto pursuant to the terms hereof. If, for any reason, the Lead Securitization Note Holder Servicer makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder Servicer has received the corresponding payment (it being understood that the Lead Securitization Note Holder Servicer is under no obligation to do so), and the Lead Securitization Note Holder Servicer does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note the applicable Holder, such Non-Lead Securitization Note the applicable Holder shallwill, at the Lead Securitization Note HolderServicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Lead Securitization Note Holder. Servicer (d) together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Mezzanine Loan in excess of its distributable share thereof, it shall will promptly after notice remit such excess to the applicable Note Holder, subject Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder Servicer shall have the right to offset any such amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note the applicable Holder under the Mortgage Loan. Such Non-Lead Securitization Note Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 8 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (Borrower; provided, however, that to the extent that any payment is such amounts are received after 2:00 p.m. (Eastern Time) time on any given Business Day, the Master Servicer is required to shall use commercially reasonable efforts to deposit such payments amounts into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to shall deposit such payments amounts into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, any Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each the Non-Lead Securitization Note Holder Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such any Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a any Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such The Non-Lead Securitization Note Holder’s Holders’ obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or Servicing Agreement shall provide that the Master Servicer acting on its behalf)shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing Agreement, shall (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or cause to be deposited credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5 and Note A-6 by wire transfer to accounts maintained by the Notes Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the Collection Account and/or related Companion Distribution Account (each as defined time period specified in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder and each such Non-Lead Securitization Note Holder shall will promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any the Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations. (e) References in this Section 8 to the Lead Securitization Note Holder shall be deemed to include the Master Servicer acting on its behalf.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds payments but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available fundspayments). (b) If the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, (i) the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and (ii) each Non-Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note HolderHolder (or the Master Servicer acting on its behalf). (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments amounts to the applicable account within one two Business Day of Days after receipt by it of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds)Borrower. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any the Non-Lead Securitization Note Holder Holders and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such A Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf)Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to and collections on the Notes Mortgage Loan to the Collection Account and/or related and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note Holders shall be deposited into the Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such payments amounts to the applicable account within one two (2) Business Day of Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower and (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Timeii) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into remit from the applicable account within one (1A) Business Day of receipt of such properly identified and available funds butprior to the Securitization Date, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified funds (unless otherwise specified pursuant to an interim servicing agreement) and available funds)(B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date under the Lead Securitization Servicing Agreement and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the Business Day immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note, provided such “determination date” shall not be earlier than the 1st day of the month. All payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) shall be paid by wire transfer to accounts maintained by the applicable Note Holder. (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any the Lead Securitization Note Holder, a Non-Lead Securitization Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any such Non-Lead Securitization Note Holder Holders and each such Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any a Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive receives from any sources whatsoever source any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note HolderHolder(s), subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.